7x10
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                                       TEASER

               FADE IN:

         1     EXT. DARK ALLEY - NIGHT                                     1

               A thick FOG covers the ground in a dilapidated part of the
               city.  Dilapidated, but nothing out of the ordinary until:

                                   SPIKE (O.S)
                         Well, well...  fancy a bit of a
                         showdown after all, do we?

               SPIKE backs into frame.  Cautiously eyeing whatever is behind
               us as he tries to play things cool.

                                   SPIKE (cont'd)
                         Can't say as I blame you.  What,
                         all those times fighting side by
                         side and all.  Only natural to
                         wonder which would come out on top
                         if it came down to it.

               HEAVY BREATHING.  Just behind us as a someone steps half-way
               into frame.  We can only make out a shoulder, long blonde
               hair straggling over it.

                                   SPIKE (cont'd)
                         Thing is, with your little
                         hypotheticalities coming into the
                         real world, one of us is going to
                         have to cry uncle to end the
                         bloodsport.  Two problems with
                         that: I don't cry.  And I never had
                         an uncle.

               With that, Spike RUSHES toward us, swinging an OVERHEAD
               ATTACK with his sword.  The other ROLLS out of the way and
               makes her way to her feet a few feet directly in front of us. 
               Back turned.

               Spike recovers his balance and turns back to her. 

                                   SPIKE (cont'd)
                         Tsk, tsk, luv.  That's cheating. 
                         Fight like a man.  House rules.

               Finally, the other turns around to reveal herself as SONIA!

               She looks wild, like she hasn't showered in weeks.  And has
               nasty CUTS on her face and shoulders.  She stares back at
               Spike.  Not blinking. 

                                   SPIKE (cont'd)
                         So, fight to the death or staring
                         contest?  Your choice.

               Sonia RUSHES him.  Spike SWINGS his sword, but she quickly
               ducks underneath and comes back with an ELBOW to his jaw. 
               Before he even has time to react from that blow, she comes
               around with her other arm and knocks the sword from Spike's
               hand. 

               He reacts with a BACKHAND that works to send her back a step. 
               But only a step.  She goes on the offensive again with a
               series of quick blows.  Spike blocks the first two, takes a
               left hook to the jaw.  He blocks one more and a massive
               UPPERCUT lands him against the wall. 

               As he tries to work his way out of the corner, Sonia's on him
               in a moment, landing a KNEE to his groin.  Spike doubles over
               in pain and slides down the wall. 

                                   SPIKE (cont'd)
                             (gasping)
                         Right then.  Family or not, you're
                         going to pay for that.

               She doesn't seem impressed as she lands another punch that
               puts him on all fours.

                                   SONIA
                         Funny.  You used to seem a lot
                         taller.

               She raises both hands in the air for a nice doublehanded, end
               all blow, but as she does, Spike SPEARS her.  They fall to
               the ground, wrestling around.  Spike comes out on top and
               lands a few quick punches. 

                                   SPIKE
                         Funny.  You used to seem a lot less
                         menstrual!

               All he gets for his jibe is a headbutt.  Sonia throws him off
               and gets to her feet.  As Spike tries to make it to his feet,
               she lands a BOOT to the face. 

               Wasting no time, she flips the sword up from the ground with
               her foot, catches it in mid-air, and goes to drive it into
               Spike's back, and we:

                                                             BLACK OUT:



                                   END OF TEASER
                                       ACT ONE

               FADE IN:

         2     EXT. HYPERION - MORNING                                     2

               Establishing.

               TITLE OVER: 15 HOURS EARLIER.

                                   SPIKE (O.S.)
                         So basically what you're telling me
                         is that we're faffed about, no
                         matter which way we cut the deck.

         3     INT. HYPERION - ANGEL'S OFFICE - SAME                       3

               ANGEL is sitting behind his desk, rubbing his temples, as
               Spike quizzes him.  Finally, he sighs and goes back to work.

                                   ANGEL
                         Did I say that?  Have you ever even
                         heard me use the word 'faffed'?

                                   SPIKE
                         Don't change the subject!

                                   ANGEL
                         I'm not!  I've told you - multiple
                         times - it's being taken care of. 

                                   SPIKE
                         Yet oddly enough, I didn't see
                         Sonia in there playing with the
                         kiddies this morning. 

                                   ANGEL
                         We've got people looking!  We've
                         been looking...  You and me.  Every
                         night.  And we'll be looking again
                         as soon as the sun sets.  I'm not
                         sure what else you want me to do,
                         Spike.

                                   SPIKE
                         Anything.  Everything!  We can't
                         look for her during the day, but
                         the wee little soldier boys can. 
                         And where are they, I wonder?

                                   ANGEL
                         They are out with Wes, trying to
                         get a lock on the mystery drug that
                         brought this change about in the
                         first place...  the same one that
                         we might have found by now if you
                         hadn't killed our only lead!

                                   SPIKE
                         That sod Sebastian got what he had
                         coming to him and you damn well
                         know it.

                                   ANGEL
                         That's debatable.  What isn't is
                         that finding the drug tells us
                         exactly what Sonia's become and
                         what she'd be up to...

               He stands up from his chair and leans over the desk in his
               best intimidation pose.

                                   ANGEL (cont'd)
                             (pointedly)
                         ... and where to find her.

                                   SPIKE
                         Fine!  You stay here and theorize. 
                         I'm going to go find her.

               Spike turns to leave the office. 

                                   ANGEL
                         I don't need to remind you that the
                         sun's up.

                                   SPIKE
                         No worries.

               He forces one last glare to Angel and disappears around the
               corner. 

                                   SPIKE (O.S.) (cont'd)
                         I'm taking your Mustang.

               Angel sighs and sits back in his chair. 

                                   ANGEL
                         That went well. 

                                   KIRSTEN (O.S.)
                         Angel?

                                   ANGEL
                         In here.

               KIRSTEN hurriedly enters the room. 

                                   KIRSTEN
                         Spike didn't just leave, did he?

                                   ANGEL
                         Mercifully enough, yes.  Why?

                                   KIRSTEN
                         You better call him back.  Wes just
                         checked in on the radio and it
                         looks like there's a team meeting
                         in the immediate future.

                                   ANGEL
                         Did he find the drug?

                                   KIRSTEN
                         Amongst other things. 

                                   ANGEL
                         What does that mean? 

                                   KIRSTEN
                         Don't know.  Those were his words.

         4     INT. PRIORI LAB - MOMENTS EARLIER                           4

               FROM THE RAFTERS: we watch a busy warehouse.  HUMANS and
               DEMONS alike are packing boxes full of PILL BOTTLES and
               VIALS.  Taping them up and throwing them onto trucks. 

               WESLEY slowly encroaches and cautiously leans over the ledge,
               taking in the whole of the scene. 

               He raises his hand in the "HOLD" signal and behind him: two
               dozen UTF members silently take strategic positions, aiming
               their weapons.

               Wes looks back up from the scene below and begins to issue
               commands in the form of hand signals.  

               Before he can finish, GUNFIRE breaks out in the warehouse.
               Wes ducks down and watches:

               Another TEAM similarly dressed to his own.  All in black. 
               All heavily armed.  Mowing down the opposition that he was
               about to move on.

               GROUND LEVEL: the warehouse turns to chaos. 

               The heavy gunfire finally subsides into the occasional
               controlled burst as they turn to hand to hand combat.

               A large DEMON tries to run around one of the trucks and for a
               door, but he's CLOTHESLINED by one of the masked Agents. 
               That agent wastes no time moving on through the warehouse.  

               The Agent swings the butt of the assault rifle, nearly
               decapitating one of the humans.  Then instinctively ducks as
               a bullet RICOCHETS off of the nearest truck.  The agent dives
               to the floor and fires off a single shot, catching the armed
               demon between the eyes.  

               The immediate area is clear.  The agent moves onto the
               production table and grabs up some of the drugs.  Inspects
               them for a moment before thoughtlessly ripping off the mask
               to reveal herself:

               It's KATE LOCKLEY!

               FROM THE RAFTERS: Wes watches in amazement as her team
               finishes off the last of the insurgence and grabs his radio.

                                   WESLEY
                             (into radio)
                         I think we may have a problem. 

         5     INT. HYPERION - ANGEL'S OFFICE - LATER                      5

               The speakerphone on Angel's desk is ringing as he and Kirsten
               wait impatiently for Spike to pick up. Finally:

                                   SPIKE
                             (filtered through phone)
                         You've reached the man in black
                         himself.  If you're hearing this,
                         I'm either out getting pissed or
                         saving the world.  Toss up a coin.
                         Oh, and if this is Angel...  Sod
                         off!!

               Angel shakes his head. 

                                   ANGEL
                         Spike, if you get this, get your
                         ass back to the hotel.  Now!

               He angrily pushes the button to turn the phone off.

                                   KIRSTEN
                         So what do we do?

                                   ANGEL
                         Hard to plan for something when we
                         have absolutely no idea what it is. 
                         Did you try calling Wes back? 

                                   KIRSTEN
                         He's not answering.  Either
                         something big's going down or he's
                         out 'getting pissed' with Spike.

                                   ANGEL
                         Illyria?

                                   KIRSTEN
                         She's working with a few of the
                         older kids. 
                         For some reason, she's taken an
                         interest and I couldn't stop her
                         from teaching them about human
                         anatomy...  And you only wish it
                         was the birds and bees speech. 

                                   ANGEL
                         Get her down here.  If this is
                         something big, we need to figure
                         out some sort of strategy.  You're
                         with me.  We'll take a radio and
                         try to find Wes.  And Spike if we
                         can't avoid it. 

                                   KIRSTEN
                         And the kids?

                                   ANGEL
                         Illyria will stay with them...

               They exit his office.

         6     INT. HYPERION - FOYER - CONTINUOUS                          6

               Angel is throwing on his coat as he continues with
               instructions. 

                                   ANGEL
                         ... we'll take the Mustang. 

                                   KIRSTEN
                         Didn't Spike take the -

                                   ANGEL
                             (quickly)
                         We'll take the Viper.

                                   KIRSTEN
                         Viper's still damaged from Garret's
                         dynamite. 

                                   ANGEL
                         We'll take the first thing we come
                         across that has wheels!  If the
                         glass isn't vampire friendly,
                         you'll drive.

                                   KIRSTEN
                         Okay. 

               Kirsten turns around and heads for the stairs. 

                                   ANGEL
                         Kirsten!

                                   KIRSTEN
                         Yeah?

                                   ANGEL
                         Keep it quite.  We don't need the
                         kids to...

               The BEEP of an accepted key card rings out and the front door
               opens up.  A beat and Kate walks through the door.  Angel's
               jaw nearly drops. 

                                   ANGEL (cont'd)
                         ... worry.

         7     INT. ANGEL'S MUSTANG - SAME                                 7

               Spike is driving slowly through the streets.  Checking every
               nook and cranny of every alley that he passes.  He's
               obviously frustrated. 

                                   SPIKE
                         Come on, little girl.  Why won't
                         you just show yourself to Uncle
                         Willie?  We already lost you once
                         and I'll not have it a second time.

               He sighs and finally turns the car into one of the shadowed
               alleys. 

         8     EXT. ALLEY - CONTINUOUS                                     8

               Spike steps out of the car, protected by the tall buildings
               that hold off the sun. 

               He takes a deep SNIFF of the air around him and FROWNS for a
               moment before:

                                   SPIKE
                         Come out, come out wherever you
                         are. 

               Over in the corner of the alley, behind a trash can: 

               A LITTLE GIRL is knelt down over something. Spike whimsically
               walks over toward her. 

                                   SPIKE (cont'd)
                         Hey, I don't suppose you've seen a
                         woman running about in the last few
                         days, have you?  'Bout a foot
                         taller than yourself.  Blonde hair
                         like yours.  Answers to the name
                         of...  

               Spike lets his words tamper off as he gets close enough to
               notice what she's doing.

                                   SPIKE (cont'd)
                         That can't be good. 

               The girl finally turns around to face us. She looks normal
               enough except for the BLOOD covering her hands and clothes. 
               Beneath her, a mangled BODY.  Torn open and organs removed. 
               The HEART in her hands. 

                                   GIRL
                         Have you ever seen anything so
                         beautiful?

                                                          SMASH CUT TO:

         9     INT. HYPERION - FOYER - SAME                                9

               Angel is staring back at Kate.  Looking for the words. 

                                   ANGEL
                         Kate. 

                                   KATE
                         Angel.  

               She looks around the hotel.

                                   KATE (cont'd)
                         The place looks different. 

                                   ANGEL
                         Yeah, we re...

               Half a dozen of her team members follows through the door.

                                   ANGEL (cont'd)
                         ... decorated. 

                                   KATE
                         It's nice. 

                                   ANGEL
                         Uh, thanks.  What are you - 

               Angel starts slowly making his way back to the weapon
               cabinet.  Kate shakes her head and raises and eyebrow.

                                   KATE
                         I wouldn't.

               He stops and continues to cautiously play the game.  Already
               at the top of the stairs, no one notices Kirsten snake off
               down the hallway.

                                   ANGEL
                         So, how've you been? 

                                   KATE 
                         Not as good as you, apparently.  I
                         haven't made my way to CEO of
                         anything since the last time we
                         talked. 

               Angel tenses up.  Still not knowing what to expect. 

                                   ANGEL
                         About that.  We were... 

                                   KATE
                         ... evil.  Yeah, I got that.  But
                         you've reformed, right?  Again. 

                                   ANGEL
                         Something like that.
                             (beat)
                         So what are you doing here?

                                   KATE
                         Working.  Same as you.

               Kate forces a smile. 

                                   ANGEL 
                         So, what's the game?

                                   KATE
                         No game.  I didn't come here to
                         arrest you.  Hell, I wasn't even
                         planning on stopping by. 

                                   ANGEL
                         Then what made you change your
                         mind?

               Again, the BEEP of a key card and the front door opens.  Wes
               runs into the foyer, not paying attention.

                                   WESLEY
                         Angel, we've got a problem!  Kate
                         Lockley is...

               He stops as two of Kate's team trains their weapons on him. 

                                   WESLEY (cont'd)
                         ... in our living room. 

               Kate turns back to Angel. 

                                   KATE
                         One of your lackeys was casing my
                         crime scene with a team of his own.

                                   ANGEL
                         We can explain. 

                                   KATE
                         You've got two minutes before I put
                         in a call to the director.  

                                   WESLEY
                         Director...  of what, exactly?

                                   KATE
                         The FBI. 

               Wes exchanges worried glances with Angel as we CUT TO:

        10     EXT. ALLEY - SAME                                          10

               Spike is still staring strangely back at the little girl. 

                                   SPIKE
                         Right.  I think you may have me
                         confused with someone else.  If
                         you've been dreaming about demons
                         all your life and saw me kill a
                         small Chinese woman and a mother
                         wearing a leather jacket
                         surprisingly similar to this one,
                         that was a long time ago and I'm
                         better now.  

               Spike watches as she pulls on the intestines and laces them
               across the body. 

                                   SPIKE (cont'd)
                         But, and this is just a warning,
                         try to cut off my hands and I'll
                         kill you just as dead.

               She looks back to Spike, dropping the heart inside the mess
               of entrails. 

                                   GIRL
                         This one is prettier than the last.

               Spike stares back oddly.

                                   SPIKE
                         I take it this isn't your first
                         evisceration.

               She takes another look back to the body and stands up.

                                   GIRL
                         No.  
                             (beat; thinking)
                         My fourth.  No, fifth. 

                                   SPIKE
                         So just us serial killers here,
                         then.

                                   GIRL
                             (smiling devilishly)
                         You're next.

               Spike smirks.

                                   SPIKE
                         Am I?  A bit optimistic for a child
                         that still smells oh, so very
                         human.

                                   GIRL
                         Stop talking.

                                   SPIKE
                         Excuse me?!

                                   GIRL
                         I like you so much better when
                         you're dead. 

               The girl RUSHES toward him. 

               Spike doesn't hesitate as he PUNCHES her to the ground. 

                                   SPIKE
                         Then you and I should get along
                         famously, luv. 

               He whips out his cell phone and starts to dial, but stops
               when:

                                   SPIKE (cont'd)
                         Ah!!!!

               He looks down and the girl has a knife sticking out of his
               stomach.  Looking up at him psychotically with a deranged
               smile.

                                   GIRL
                         Told you.

                                                             BLACK OUT:



                                   END OF ACT ONE
                                       ACT TWO

               FADE IN:

        11     INT. HYPERION - ANGEL'S OFFICE - DAY                       11

               Angel is sitting behind his desk with Wes standing alongside
               him.  On the other side, Kate is sitting in the chair
               opposite Angel with an Agent on either side of her. 

                                   KATE
                         So you took over Wolfram & Hart in
                         a manner of good faith?

                                   WESLEY
                         Hoping to wage the war from the
                         inside the belly of the beast. 

                                   KATE
                         But you didn't. 

               Angel looks back to Wes. 

                                   ANGEL
                         We did alright.

                                   KATE
                         And then when you decided you were
                         done, they just let you walk out
                         the front door.

               Wes and Angel exchange glances again. 

                                   WESLEY
                         In a manner of speaking.

                                   KATE
                         And is there a reason that I should
                         believe any of this?

                                   ANGEL
                         I don't know.  Because it's the
                         truth? 

                                   KATE
                         Right.  And I've spent the last
                         five years chasing leprechauns
                         across Europe. 

                                   ANGEL
                         Look, Kate, you know how crazy
                         things get in this city.  Is it
                         really that much of a stretch of
                         the imagination? 

                                   KATE
                         Not at all.  I can imagine you evil
                         rather easily.  I remember a
                         certain wine tasting.

                                   WESLEY
                         Ms. Lockley, I know what you're
                         thinking, but we have nothing to do
                         with the operations in that
                         warehouse. 

                                   KATE
                         So it was just a coincidence that
                         you and two dozen military dressed
                         denizens happened into the center
                         of my investigation?  Oh, wait, I
                         forgot.
                             (looks back to Angel)
                         Crazy things happen in this city.

                                   WESLEY
                         We are on your side!  We were there
                         to take them down.  You just beat
                         us to the punch. 

               She studies Wes for a moment before smirking and turning back
               to Angel.

                                   KATE
                         I want to believe you, Angel.  I
                         really do.  Whether I like to admit
                         it or not, you've helped me out in
                         the past and I probably owe you a
                         measure of gratitude, but you don't
                         make this trust thing easy.
                             (beat)
                         So I'm going to ask you one last
                         time and if I don't get a straight
                         answer, there's a certain military
                         operation that's recently
                         reacquired clearance to deal
                         with...  people like you. 

               Angel glares back.  Finally:

                                   ANGEL
                         We've got a man gone MIA.

               Kate raises her eyebrows mockingly.

                                   ANGEL (cont'd)
                         A woman, actually.

                                   KATE
                         Of course.

                                   ANGEL
                             (sternly)
                         She's a valuable member of my team. 
                         And if we have to step on your toes
                         to find her, I'm fine with that.

               He stands up.

                                   KATE
                         I suggest you sit down. 

               As one of the Agents step toward Angel, a series of GUNSHOTS
               ring out from the Foyer. 

        12     INT. HYPERION - FOYER - MOMENTS LATER                      12

               ILLYRIA has taken down three of the Agents and is holding the
               last one up by the neck. 

               Kate is first into the room.  Her Agents behind her. 

                                   KATE
                         Put him down!

               Illyria only stares back.  Cocks her head to the side,
               studying her.

               Kate goes to draw her gun, but Angel grabs her hand.

               She nods to the Agents who raise their guns, but another
               GUNSHOT rings out.  Hitting one of the Agents' guns, causing
               him to drop it.

               Kate whips her head across the room to see Kirsten standing
               there, a PISTOL trained on the still armed Agent. 

                                   KIRSTEN
                         I wouldn't.

                                   ANGEL
                         So, what do you say we try this
                         whole conversation thing again?

               He leans in closer. 

                                   ANGEL (cont'd)
                         My way. 

        13     INT. HYPERION - FOYER - LATER                              13

               Kate's Agents are all sitting in a row along the wall.
               Kirsten is leaning in the doorway of Angel's office, both
               listening in and training the same pistol on the Agents. 

        14     INT. HYPERION - ANGEL'S OFFICE - SAME                      14

               Everyone's back in the positions they were earlier.  Plus
               Illyria staring accusingly at Kate.

                                   ANGEL
                         Now, doesn't this seem more
                         amicable without the guns?

                                   WESLEY
                         I'd say so. 

                                   KATE
                             (forcing laughter)
                         This is an unbelievably huge
                         mistake, Angel.  Even for you.

                                   ILLYRIA
                         You speak of mistakes?  When the
                         fate of you and yours rests in our
                         hands?

               Kate looks at Angel, smirks, and then motions to Illyria.

                                   KATE
                         Where'd you find this one?  Put on
                         a recruiting drive in hell?

               Illyria takes a step forward to exact vengeance, but Wes puts
               a hand in front of her. 

               She stares daggers into his soul, but: 

                                   WESLEY
                         Please. 

               Illyria diverts her stare back to Kate. 

                                   ILLYRIA
                         I only pray that you stray beyond
                         the boundaries of this negotiation.  
                             (proudly)
                         Because I'll be your executioner.

               Kate looks back to Angel.

                                   ANGEL
                         She's pretty headstrong.  You might
                         want to try listening this time. 

                                   KATE
                         Fine.  Speak.

                                   ANGEL
                         Like I was trying to say before, in
                         between guns pointed in my face and
                         condescending accusations, we're
                         looking for a girl. 

                                   KIRSTEN (O.S.)
                         Angel...

                                   ANGEL
                         What?!

               Before he can even look up, the Little Girl that Spike fought
               lands hard on the table.  Bloody, unconscious, and tied up.

               Angel looks up to Spike standing over the desk. 

                                   SPIKE
                         Don't ask. 

               Angel looks down to the girl and then back to Kate. 

                                   ANGEL
                         This isn't her.

               Spike turns around and walks out of the office.

                                   ANGEL (cont'd)
                         Spike?
                             (beat)
                         Spike!

               Angel finally gets up and rushes for the door as Wes quickly
               begins examining the girl. 
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