7x10
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        15     INT. HYPERION - FOYER - CONTINUOUS                         15

               Angel hurries and grabs Spike by the arm, turning him around. 
               Spike slaps his arm away. 

                                   SPIKE
                         What?!

                                   ANGEL
                         What do you mean, 'what'?  What the
                         hell is that on my desk? 

                                   SPIKE
                         Early Christmas present.  Ho ho ho.

               Angel grabs his arm again.

                                   ANGEL
                         Spike...

               Spike slaps his arm away.  More violently this time.

                                   SPIKE
                         What is your bloody problem?

                                   ANGEL
                         You drop an unconscious kid off on
                         my table and ask me what's the
                         problem?

                                   SPIKE
                         I was going to explain if you would
                         give me two damn seconds!

                                   ANGEL
                             (looks around)
                         If you haven't noticed, things are
                         a little chaotic here, and with
                         your new toy on my desk we need an
                         explanation.  Now.  Why the hell
                         should I give you two seconds?

                                   SPIKE
                         To wash her blood off of my hands,
                         you blowhard git!

               With that, he pushes Angel away and heads upstairs.  Angel
               looks almost conflicted as he disappears down the upstairs
               hallway. 

        16     INT. HYPERION - FOYER - LATER                              16

               Everyone is gathered around Spike as he sits on the couch in
               the middle of the room, reciting the story. 

                                   SPIKE
                         And that's when I came upon Little
                         Miss Slice and Dice, playing with
                         the insides of some poor sap.  I
                         knocked her unconscious. 

               He holds up his shirt to show the now healing stab wound. 

                                   SPIKE (cont'd)
                         She got better.  Several rounds
                         later, I was able to put her lights
                         out for the time being.  I only
                         hope those ropes hold her. 

                                   ANGEL
                         So what the hell is she?

                                   SPIKE
                         I'm sorry, did I once fellate my
                         way to the illustrious title of
                         Head Boy? 
                             (points to Wes)
                         Ask Watcher Former.

               Wes frowns and shrugs. 

                                   WESLEY
                         Until I had the chance to better
                         observe her, I don't think any
                         guess that I venture is going to be
                         profitable.

               Angel stops and thinks it over.

                                   ANGEL
                         She could be a Slayer!

                                   WESLEY
                         It wouldn't be the first time, 
                         would it?

                                   SPIKE
                         Already thought of that.  She
                         doesn't seem to have a full fledged
                         daddy complex or anger toward
                         demons in general... 
                             (holding up his hands)
                         ... as did our former joyful
                         experience with Slayers of the
                         insane variety. 

               Everyone goes back to thinking before Spike interrupts.

                                   SPIKE (cont'd)
                         The only thing I know is that she
                         smells human, seems rightly pissed
                         off at her own race in general, and
                         wants to see how peoples' insides
                         work.  We might have to face the
                         fact that she's an unexplainable,
                         freakishly superpowered wacko of
                         the non-Slayer variety... Or maybe
                         just a big fan of 'ER'.

               Angel sighs and sits down on the couch.

                                   ANGEL
                         Great.

               All the while, Kate is staring into Angel's office through
               the glass, studying the glass. 

                                   KATE
                         I need to get something out of my
                         car. 

                                   KIRSTEN
                         I'm sorry.  Do we look stupid?

                                   KATE
                         Do you really want me to answer
                         that, or do you want me to be able
                         to tell you what's wrong with that
                         little girl with a simple, two
                         second test?

                                   ANGEL
                         What's with everyone and 'two
                         seconds' today?

               He stares back hard at Kate. 

                                   ANGEL (cont'd)
                         Fine.

               She turns around to go out the front door, but:

                                   ANGEL (cont'd)
                         Take Illyria. 

               Illyria's face lights up as she follows Kate out the door.

        17     INT. W&H - LINDSEY'S OFFICE - SAME                         17

               LINDSEY is sitting at his desk, dutifully signing checks. 

               A beat before the speakerphone pops into action:

                                   SECRETARY
                             (filtered through phone)
                         Mr. McDonald?

                                   LINDSEY
                         Yes?

                                   SECRETARY
                         Lilah Morgan's here to see you. 

                                   LINDSEY
                         I'm busy.  Just have her killed. 
                         I'll sign the authorization later.

                                   LILAH (O.S.)
                         I heard you've got a sword. 

               Lindsey stops what he's doing and sighs as LILAH enters the
               room.

                                   LINDSEY
                         It's so hard to find good help
                         these days. 

                                   LILAH
                         So...

                                   LINDSEY
                         So what?

                                   LILAH
                         You're not denying it?

                                   LINDSEY
                         Denying what, Lilah?

                                   LILAH
                         That you have the sword. 

                                   LINDSEY
                         I have a lot of swords.  

               He finally looks up from his desk with apathy. 

                                   LINDSEY (cont'd)
                         I guess you could say I'm an
                         enthusiast.

                                   LILAH
                         You could also say that you're
                         busted. 

                                   LINDSEY
                         For what?  Seriously?  Did you
                         bribe a grand jury to make a new
                         law for me to break without my
                         knowing?

                                   LILAH
                         I'm glad you're playing coy with
                         this.  Really.  That makes it all
                         the more pleasurable.

                                   LINDSEY
                         Yeah.  Leave a note with my
                         secretary.  I'll make sure that she
                         shreds it. 

               Lilah walks across the office and puts a piece of paper on
               his desk.

                                   LILAH
                         Then I'd miss seeing the look on
                         your face.

               Lindsey picks up the post it note and stares blankly at it
               for a few moments. 

                                   LINDSEY
                         Yeah, right. 

               He tosses it back onto his desk where we read it to say:

               MEETING WITH REGIONAL HEADS. TUESDAY 7:30 A.M.

                                   LILAH
                         'Fraid so, slugger.  Looks like
                         your good luck finally ran out.

               She leans across the desk. 

                                   LILAH (cont'd)
                         And I'm going to be there to
                         personally watch when the Regional
                         Heads confer with the Senior
                         Partners and they suck your ass
                         back into hell.  Or maybe they'll
                         let me kill you outright.  You
                         know, cancel your contract.  Your
                         skull would look great on the
                         corner of...

               She runs her fingers along Lindsey's desk.

                                   LILAH (cont'd)
                         ... my desk.

                                   LINDSEY
                         Let's be real here, Lilah.  You've
                         got nothing.  I don't even know
                         what you're talking about.  And
                         your half assed attempt at
                         intimidation is less than what
                         Angel could muster if he was trying
                         to convince us that he's going to
                         kill our puppy.  Now, as I've
                         actually got a job, why don't you
                         get the hell out of my office.

               Lilah smiles and turns to walk away. 

                                   LILAH
                         See ya' Tuesday. 

                                   LINDSEY
                         And stay the hell out this time!

               Lindsey waits a few moments and then takes a cell phone out
               of his jacket pocket.  He hits a quick dial number and waits. 

                                   LINDSEY (cont'd)
                             (into phone)
                         Hey.  This may be nothing, but I
                         need you to push up the timetable. 
                         I'll explain later.  Just make sure
                         that I've got the option if I need
                         it. 

               He hangs up and drops the phone on his desk.  He leans back
               in his chair and takes a deep breath.  Almost on the verge of
               seeming worried.

        18     INT. HYPERION - ANGEL'S OFFICE - MINUTES LATER             18

               Kate has an ostensibly medical device that she uses to prick
               the skin of the Little Girl's arm and take a blood sample. 

               She looks at the small display screen on top.  After a beat,
               it BEEPS.  Kate hangs and shakes her head.

                                   ANGEL
                         What?

                                   KATE
                         It's called Priori.

                                   WESLEY
                         What's called 'Priori'?

                                   KATE
                         The warehouse that you were raiding
                         today...  It's what they were
                         manufacturing. 

               She pulls out a couple of vials from her pocket and drops
               them on the table.

               Wes quickly picks them up and examines them.

                                   ANGEL
                         How do you know that?

                                   KATE
                         Because it's the same case that
                         I've been working for the past few
                         months.  And despite my best
                         efforts, it's trying its damndest
                         to become a nationwide epidemic.

                                   ANGEL
                         What exactly is it?

                                   SPIKE
                         Yeah, and how the hell does it
                         relate to Sonia?

                                   KATE
                         Sonia?

                                   ANGEL
                         The girl we're looking for.

                                   KATE
                         You think she's taken this?

                                   WESLEY
                         That's why we were at the warehouse
                         today.  To find out.

               Kate weighs it for a moment. 

                                   ANGEL
                         And now you believe us?

                                   KATE
                         Let's just say that the motive fits
                         for the first time tonight. 

                                   ANGEL
                         So what can you tell us about it? 

                                   KATE
                         Only what I know.  Which isn't
                         necessarily a lot.  It's part
                         mystical, part medicinal. 

                                   SPIKE
                         Yeah, we know that much.  Why don't
                         you skip to the part where we learn
                         something?

               Kate glares for a moment, but let's it pass.

                                   KATE
                         Whatever this stuff is, on a
                         typical human, it's basically a
                         hallucinogen.  Just another street
                         drug.  But on someone that's not
                         entirely human...

               The others exchange a look, knowing that she's talking about
               someone like Sonia.

                                   KATE (cont'd)
                         ... it's something else entirely. 
                         It changes them.  Almost alters
                         their cells on a molecular level. 
                         On the few subjects that we've been
                         able to study, we've found things
                         that baffled our scientists.  And
                         these are the best in the world. 
                         The kind of guys that don't get
                         baffled.

                                   ANGEL
                         What did they find?

                                   KATE
                         These people that were affected,
                         beforehand, they weren't all not
                         human. 

               She stops and thinks it over. 

                                   WESLEY
                         Yes?

                                   KATE
                         It's like they had these demonic
                         cells just sitting there - dormant -
                         for years.  Maybe all their lives. 
                         And when they get their hands on
                         this, it starts the biological
                         process.

                                   WESLEY
                         So what you're saying is that maybe
                         all humans, or just certain humans,
                         have dormant demonic DNA within
                         themselves, and whomever is
                         responsible for this has found a
                         way to facilitate an expansion of
                         that?

                                   KATE
                         Not necessarily.  Our guys had the
                         same hunch, but they tested
                         hundreds, thousands of people. 
                         None of which had the specified DNA
                         strand or even reacted in any other
                         way to the priori than an extremely
                         advanced hallucinogen. 

                                   WESLEY
                             (disgusted)
                         You administered something as
                         potentially harmful as this to
                         innocents?

                                   KATE
                         I didn't.  Not personally.  And
                         besides, after all your time in the
                         'belly of the beast,' you're
                         telling me that you didn't learn
                         anything about the 'greater good'?

                                   WESLEY
                         We...

               He lets it tamper off as he exchanges defeated looks with
               Angel.  And then Spike, who only shrugs.

                                   KATE
                         Look, the point is that something
                         has happened to these people along
                         the way and now, with the help of
                         this drug, they're becoming more
                         than human.  Not only does it alter
                         them genetically, but it
                         accentuates all of their human
                         qualities.

                                   SPIKE
                         Come again?

                                   KATE
                         If they're violent as a human,
                         they're doubly so after this.  If
                         they've got a fetish for... I don't
                         know, feet, they're probably going
                         to be out chopping peoples' feet
                         off. 

                                   KIRSTEN
                         That's not something I want to
                         think about.

                                   WESLEY
                         And if someone wants to be a doctor
                         when they grow up...

                                   ANGEL
                         They might start carving people up
                         to play with their insides. 

                                   SPIKE
                         Looks like my 'ER' theory wasn't so
                         wrong after all.

                                   KATE 
                         Also, I hate to be the bearer of
                         bad news, but if your friend is
                         somehow mixed up in all of this, 
                         you may not want to find her.

                                   ANGEL
                         What?

                                   KATE
                         As far as we've been able to
                         ascertain, there's no coming back
                         from it.

               The room goes quite.  Spike's brow is curled up as he ponders
               something heavily for a few moments before:

                                   SPIKE
                         So, uh...  Doc, what would happen
                         to someone that had the demon seed
                         and took some of this voodoo if
                         they hated demons...  er, with the
                         small exception of vampires?

        19     EXT. HIGHWAY - TWILIGHT                                    19

               A lonely stretch of highway with the city lights shining
               brightly in the background.  We slowly move down a lulling
               embankment and underneath a bridge where a fire is burning.

               We PUSH IN to find someone kneeling down over the fire on the
               opposite side. 
               As we move toward them, there are a number of demon carcasses
               scattered across the ground between us.  All mutilated beyond
               recognition.

                                   KATE (V.O.)
                         They'd probably keep right on
                         hating and fighting them, but much
                         more violently.  Everything seems
                         to be related to violence.

               We finally make our way right behind the woman. 

                                   SPIKE (V.O.)
                         And say this person were to find
                         out that she was becoming a demon
                         on top of all this...?

               REVERSE ANGLE

               On the other side of the fire, we see that it's Sonia. 
               Cutting herself with a jaggedly sharp knife.  Deep cuts
               across her face and arms.  Staring into the distance.

               After a beat: she turns her attention, almost violently,
               toward us to stare right into the camera.  Her eyes burn
               crimson as we...

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

               FADE IN:

        20     INT. HYPERION - ANGEL'S OFFICE - NIGHT                     20

               The team is in mission mode.  Everyone is hurrying around and
               making plans.

                                   ANGEL
                         Alright.  In light of recent
                         developments, we have to step up
                         our efforts to find Sonia.

                                   SPIKE
                         Damn right we do.

                                   ANGEL
                         Wes, you have anything in the way
                         of plans?

                                   WESLEY
                         We haven't the slightest clue as to
                         where she's been, so using anything
                         short of the needle in the haystack
                         approach is very unlikely.  If we
                         can narrow the search down, maybe
                         find a seemingly connected
                         occurrence -

                                   KATE
                         I can help with that.

                                   ILLYRIA
                         You will do nothing until
                         instructed to do so.

                                   ANGEL
                         Illyria, it's alright.

               He nods appreciatively at Kate.

                                   ANGEL (cont'd)
                         We need all the help we can get.

               Illyria marches out of the office.  Wes starts to follow,
               but:

                                   ANGEL (cont'd)
                         Give her a minute to cool down,
                         Wes.  Either she'll deal with it or
                         she'll stay here with the kids.

                                   SPIKE
                         So New Girl here is going to make
                         some phone calls, am I correct?

                                   KATE
                         That's right. 

                                   SPIKE
                         Until then, we should start
                         mobilizing the forces.  Kirsten,
                         you want to help me get as many
                         weapons as we possibly fit into the
                         car?

                                   KIRSTEN
                         I'm your girl. 

                                   SPIKE
                         You only wish. 

               She rolls her eyes and follows Spike out of the room. 

                                   ANGEL
                             (to Kate)
                         How long do you think it's going to
                         take to find any hits, assuming
                         that there are any?

                                   KATE
                         With my connections, five minutes. 
                         Ten tops. 

                                   ANGEL
                         Alright.  Get on that.  If you
                         don't mind, that is.

               Kate smiles for the first time. 

                                   KATE
                         It's okay.  I can take orders for
                         the next hour or so.  But if I get
                         a lead on anything of mine...

                                   ANGEL
                         You're honorably discharged.  Got
                         it. 

               Kate starts to follow the others out of the room. 

                                   KATE
                         Angel?

                                   ANGEL
                         Yeah? 

                                   KATE
                         You think it's safe to re-arm my
                         agents?

                                   ANGEL
                         Be my guest.

               She grabs a large knife hanging on the wall and EXITS the
               room. 

                                   WESLEY
                         Angel, in all logic, what you said
                         holds true.  We should probably
                         leave Illyria with the children. 
                         If not her, then whom?

                                   ANGEL
                         Yeah, you're right.  I mean, even
                         if Sonia is freakishly strong,
                         surely it won't take more than
                         everything we're packing.  You'll
                         fill her in?

                                   WESLEY
                         Of course.

                                   ANGEL
                         Let's make this quick.  You heard
                         Kate.  Ten minutes, tops.

        21     INT. HYPERION - WES' ROOM - MINUTES LATER                  21

               Illyria is sitting in the living room section of the suite,
               watching the children as they all color and talk quietly
               amongst themselves for once.

               Wes walks quickly in the room and stands over Illyria.

                                   WESLEY
                         Illyria, we're going to need you
                         to...

                                   ILLYRIA
                         ... sit with the children.

               She looks up pointedly at him. 

                                   ILLYRIA (cont'd)
                             (dry)
                         I know.  I was unsure upon my
                         rebirth into this world, but I now
                         know that my sole purpose here is
                         minding fledgling worms. 

                                   WESLEY
                         We really haven't the time to argue
                         the semantics of your existence. 
                         We're looking to move out within a
                         few moments' time. 

                                   ILLYRIA
                         I'm aware.

                                   WESLEY
                         Good.  Then we'll talk when I come
                         back.

               He EXITS the room.  Illyria doesn't flinch.  Only sits in the
               same position, watching the kids.  After a few moments, one
               of the children - SUZI, one of the telepaths looks up at
               Illyria.

               She smiles warmly as Illyria stares coldly back.

                                                          MATCH CUT TO:

        22     INT. W&H - CONFERENCE ROOM - SAME                          22

               We slowly PULL BACK from Illyria's expression to find it very
               small and transfixed inside a crystal ball!

               A SHAMAN has his hands over the ball, working the magic. 
               Lindsey is standing behind him, peering in. 

                                   LINDSEY
                         Damn, that girl's mind is powerful,
                         isn't it?

                                   SHAMAN
                         It isn't often that I can attain
                         such a clear picture through the
                         mind of a telepath, especially one
                         so young.

               Lindsey stares back in disdain.

                                   LINDSEY
                         That was more of a rhetorical
                         question. 

               Lindsey reaches into his jacket pocket, pulls forth his
               phone,  and hits quick dial.

                                   LINDSEY (cont'd)
                             (into phone)
                         Yeah, it's me.  Things are looking
                         great on my end.  Hook, line, and
                         sinker.  I'm just waiting on a call
                         and if I get confirmation, we're a
                         go. So how are things coming along?
                             (beat; grins)
                         Excellent.

        23     INT. ANGEL'S MUSTANG - LATER                               23

               Angel and Spike are driving the streets.  Windows rolled down
               to the sniff the air.

                                   SPIKE
                         I'm not getting anything yet.
                         Getting any funny feelings in your
                         pants?

                                   ANGEL
                         If I had a funny feeling, I don't
                         think it would be in my pants. 

                                   SPIKE
                         Just a phrase.

                                   ANGEL
                         Kate's sources said that this area
                         has been a hot spot for the macabre
                         slayings lately.  It's not an eye
                         witness, but it's the next best
                         thing.

                                   SPIKE
                         Right.  The only problem is, what
                         do we do when we find her?

                                   ANGEL
                         We tranq her.

                                   SPIKE
                         I was thinking a little bit more
                         long term.

                                   ANGEL
                         That's the easy part.  We leave it
                         up to Wes and we go fight
                         something.

               Spike forces a chuckle. 

                                   SPIKE
                         You realize that this is becoming a
                         theme with us, right?

                                   ANGEL
                         What?

                                   SPIKE
                         Getting our collective asses handed
                         to us over a woman.  Wouldn't life
                         be just so much easier if it were
                         only we manly men?  There'd still
                         be fights, be sure, but over proper
                         things like territory and drinking. 

                                   ANGEL
                         Yeah, but without 'em, it would all
                         be pretty much worthless. 

                                   SPIKE
                         I guess you're right...  for once.
                             (beat)
                         We've got to save her, Angel.

                                   ANGEL
                         I know.

                                   SPIKE
                         I've lost too many good women in my
                         time and I don't aim to lose
                         another.

                                   ANGEL
                         We'll find her.

               He gives a reaffirming expression and picks up his radio.

                                   ANGEL (cont'd)
                             (into radio)
                         Wes, you got anything?
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