7x12
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         9     INT. HYPERION - ANGEL'S OFFICE - LATER                      9

               Angel is sitting behind his desk, head down.  Brooding.

               Lorne finally walks in and doesn't wait for an acknowledgment
               to start talking.

                                   LORNE
                         So let's just make sure I've got
                         all this straight. 
                         You've been running an orphanage,
                         you've just had an army of yours
                         slaughtered by a girl that you've
                         got holed up somewhere upstairs,
                         whom I'm assuming that Spike is
                         dating since he hasn't left her
                         side in hours, and an evil bitch
                         from Wolfram and Hart more or less
                         running your logistics.  Does that
                         pretty much sum things up?

                                   ANGEL
                         I don't think Spike and Sonia are
                         dating, but otherwise...  Oh, and
                         we don't think Kirsten is evil. 
                         And technically, Wes and I still do
                         most of the planning.  But other
                         than that, yeah.

                                   LORNE
                         Well then, I see that you have all
                         fallen from hell to Pylea without
                         me.  We should have just let 'em
                         take us when they had the chance,
                         huh?

               He forces a smile that Angel doesn't return. 

                                   ANGEL
                         Seems like.

                                   LORNE
                         So...

               He claps his hands together.

                                   LORNE (cont'd)
                         Are you ready to go save the world?

               Angel forces an apathetic smile. 

                                   ANGEL
                         We missed our window, remember? 
                         Lindsey already did whatever it was
                         that he had to do to do whatever he
                         wanted it to do.

               A beat as Angel tries to consider what he just said.

                                   LORNE
                         Yeah, I was afraid that might
                         happen before we got around to it. 

                                   ANGEL
                         What are you saying?

                                   LORNE
                         I'm saying that every good boy
                         scout carries with him in his bag
                         of tricks, a back-up plan.  Or more
                         commonly known as Plan 'B.'  I just
                         didn't want to say anything in
                         front of everyone else in case you
                         weren't up for it.

                                   ANGEL
                         What are you talking about?  Why
                         wouldn't I be up for it?

                                   LORNE
                         'Cause Plan 'B' ain't exactly Plan
                         'A,' if you catch my drift.

               He lets that hang as we...

                                                               FADE TO:

        10     INT. HYPERION - SONIA'S ROOM - SAME                        10

               Spike is sitting beside SONIA'S bed, watching her sleep. 
               Looking both thankful and devastated.

                                   SPIKE
                         A lucky one, you are, pet.  Come
                         back from the dead, twice over.
                             (smirks)
                         Guess me and you got something else
                         in common now. 

               He stops and thinks for a moment.

                                   SPIKE (cont'd)
                         Look, I don't know if you can hear
                         me or if your table's still a leg
                         short of being level, but if you
                         can hear me, you need to know this.
                             (beat)
                         When you wake up, you're going to
                         find out that you did some bad
                         things.  To some good people.  Your
                         people.  But the thing you've got
                         to remember, is that it wasn't
                         really you.  And that's something
                         else that we've got in common,
                         innit?  
                             (beat)
                         I just don't want you to wake up
                         like our fearful, brooding leader,
                         thinking that you've got something
                         to prove, because you don't.  You
                         weren't calling the shots and you
                         don't have to suffer the
                         consequences. 
                         So you just get all the rest you
                         need and come back when you're
                         ready. 

               He stands up. 

                                   SPIKE (cont'd)
                         And now I've got to go stop the end
                         of the world so you'll have
                         something to wake up to.

               He puts the chair that he was sitting in back against the
               wall and quietly leaves, closing the door behind him. 

               TIGHT ON: Sonia's face as she tries to mumble something.

        11     INT. HYPERION - WES' ROOM - SAME                           11

               Wes ENTERS the room and grabs a book from his bookshelf.  He
               hurries back toward the door.  Just before he reaches the
               door, he stops.

                                   WESLEY
                         Is there something bothering you?

               Illyria is sitting in the shadows in the corner of the room.

                                   ILLYRIA
                         Do you remember when you first met
                         me?

                                   WESLEY
                         Do you really think I could forget
                         that moment, even if I tried?

                                   ILLYRIA
                         Do you also remember your promise
                         to me?

                                   WESLEY
                         That I would help you adapt.  We do
                         have things that require our
                         attention, so I hope that you're
                         going somewhere with this.

                                   ILLYRIA
                         I have adapted. 

                                   WESLEY
                         Yes.  Quite well, given the
                         circumstances.  And?

                                   ILLYRIA
                         I no longer require your
                         assistance.  Any debt that I owed
                         you would have been paid many times
                         over through your battles that I
                         have fought.

               Wes stops and stares strangely at her. 

                                   WESLEY
                         I agree.  So what is it that you're
                         so tactfully working your way into?

                                   ILLYRIA
                         I am leaving.

                                   WESLEY
                             (dumbfounded)
                         You're what?

                                   ILLYRIA
                         Do you think that your
                         insurrections pass in and out of my
                         consciousness as quickly as they
                         appear?  I bear no allegiance to
                         you, nor your team.  My will is my
                         own and taking my leave of you is
                         my will.  If the Wolf, Ram, and
                         Hart have plans to end this
                         existence, perhaps I will return to
                         my previous magnificence when this
                         shell you cling to rots.  And if
                         not, I'll not remain to watch your
                         demise.

               Wes takes it in for a moment.

                                   WESLEY
                         I... don't know what to say.

                                   ILLYRIA
                         Then say nothing. 

               She stands up and walks past Wes to the door.  He waits a
               moment and finally turns around with:

                                   WESLEY
                         For what it's worth...

               But when he looks down the hallway, Illyria is gone.

        12     INT. HYPERION - FOYER - LATER                              12

               Angel has his troops assembled.  Everyone except Wes and, of
               course, Illyria.  Eve is tied up in a chair by Angel's
               office.

                                   ANGEL
                         Where's everyone else?

                                   WESLEY (O.S.)
                         Right here.

               Wes walks calmly down the stairs to meet everyone else.

                                   ANGEL
                         What about Illyria?

                                   WESLEY
                         She's not coming. 

                                   ANGEL
                         What do you mean, she's not coming?

                                   WESLEY
                         Exactly what the statement implies.

                                   ANGEL
                         Wes -

                                   WESLEY
                         Just, please...  Continue. 

               Angel stares at him for a moment, but finally nods.  Before
               he can even get a word out, however, the front door opens. 
               Everyone looks over to find Kirsten standing lightly in the
               doorway.  Tears still welled up in her eyes.

                                   ANGEL
                         Kirsten...

               She walks slowly into the room to stand before the others.

                                   KIRSTEN
                         They're dead.

                                   ANGEL
                         What?!?

               Kirsten flops onto the sofa, staring blankly at the floor. 
               The others gather round her.

                                   KIRSTEN
                         The kids were in a storage
                         building, like Lindsey said, but
                         they... they all... 

               A beat as she closes her eyes, and we:

                                                               FADE TO:

        13     INT. STORAGE BUILDING - DAY                                13

               A loud CLANG as Kirsten kicks open the door to this dark,
               seemingly empty warehouse.

               She clicks on her flashlight and scans the gloom, silhouetted
               in the doorway.  She's packing a shotgun, but doesn't look
               like there's anyone here to use it on.

                                   KIRSTEN (V.O.)
                         There wasn't anybody else there. 
                         They'd just left the kids behind.

               Kirsten's flashlight beam falls on a row of old beds in one
               corner of the room.  Figures covered in blankets lie on each
               one.  Kirsten races over.

                                   KIRSTEN (V.O.) (cont'd)
                         I got there as fast as I could,
                         but...

               Kirsten reaches the first blanket and throws it back - and
               with a GASP of horror, she stumbles back, hands going to her
               mouth.

               She looks frantically to the other beds, throwing back
               another blanket and letting out a sharp WAIL of anguish at
               what she sees.

                                   KIRSTEN (V.O.) (cont'd)
                         They each had a bullet in their
                         head.  Every one of them.  Just...
                         just gone.

               TEARS roll down Kirsten's cheeks as she sinks to the floor. 
               She bows her head and starts to SOB, as we:

                                                               FADE TO:

        14     INT. HYPERION - FOYER - LATER                              14

               Everyone exchanges glances.  How to react?  A few moments of
               silence before Kirsten turns back to Angel, fire in her eyes.

                                   KIRSTEN 
                         We've got to make them pay, Angel.

               He takes a step closer, laying a hand on her shoulder.  She
               slowly looks up to meet his firm gaze.

                                   ANGEL
                         We will. 

               She nods, leaning her head in her hands.  Too exhausted to
               deal with anything else.  Angel stands and turns to face the
               others.

                                   SPIKE
                         Did... did I just hear her right?

                                   WESLEY
                         My God...

                                   SPIKE
                         Those rotten bastards!

                                   ANGEL 
                         Here's the deal.  It's been a while
                         since I've given one of those
                         rousing speeches that are meant to
                         motivate and inspire, and for some
                         of you, that's a mercy, but with
                         everything that's happened lately
                         and what's about to happen, I think
                         I'm due.

               Spike rolls his eyes.

                                   ANGEL (cont'd)
                         Wolfram and Hart has been on the
                         other side of at least half of the
                         fights since I've been in LA. 
                         They've proven time and again that
                         they're what's wrong with our
                         world, especially after today,
                         and...  this time they're finally
                         looking to unleash some kind of
                         hell on earth.  But with no deals
                         of any kind to be made afterwards. 
                         This is a plan that they've had in
                         mind for aeons, so it's going to be
                         meticulously well designed and
                         seemingly foolproof.  But I just
                         found out that we can be the fool
                         to prove them wrong.

                                   SPIKE
                         Wait, I thought that whatever
                         Lindsey did was going to bring
                         about the end of times, or some
                         such shite?

                                   ANGEL
                         It is. 

                                   SPIKE
                         So how are we supposed to stop
                         that?

                                   ANGEL
                         We're going to pre-empt whatever
                         they've got planned and throw a big
                         ass wrench into the insides of
                         their war machines.

                                   SPIKE
                         And for those of us who had better
                         things to do than read the
                         dictionary on Saturdays, that means
                         what?

                                   WESLEY
                         We're going to beat them to the
                         punch.  Guerilla warfare.

                                   ANGEL
                         That's right.

                                   WESLEY
                         But how?  

                                   KIRSTEN
                         People have been trying to figure
                         out the Wolfram and Hart endgame
                         for millennia, Angel.

                                   ANGEL
                         That's true.  But they never had
                         what we have right now.

               The room stands in silence for a few moments before Spike
               raises his eyebrows curiously.

                                   SPIKE
                         Which is...

               Angel smiles and looks back to Eve.

                                   ANGEL
                         A former liaison to the senior
                         partners themselves. 

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

               Lindsey is sitting behind his desk.  Leaned back in his chair
               with his feet on the desk.  He's looking really relaxed when
               HOLLAND MANNERS enters the room.

                                   LINDSEY
                             (fake happy)
                         Holland!  I thought I might see you
                         today.

               Holland doesn't look nearly as enthused.

                                   HOLLAND
                         I've been hearing some upsetting
                         rumors, Lindsey.

                                   LINDSEY
                         So the IT boys finally caught on
                         that I found my way around the
                         company firewall and to the really
                         good internet porn?  I've got to
                         say, I'm not impressed.  It's been
                         going on for months.

               Holland only stares back as he walks over and politely pushes
               Lindsey's feet off of the desk.

                                   HOLLAND
                         This is no laughing matter.

                                   LINDSEY
                         And yet I can't keep the smile off
                         my face, for some reason.

                                   HOLLAND
                         Are you aware of the accusations
                         brought against you?

                                   LINDSEY
                         So you're saying it's not the porn?

                                   HOLLAND
                         The partners have been informed
                         that you may have played something
                         of a role in bringing about the
                         first of the signs of the impending
                         apocalypse, to distract them while
                         you concocted another one of your
                         schemes.

                                   LINDSEY
                         So you're suggesting that I know
                         what the signs are for the 'top
                         secret, partner eyes only' endgame?  

               Holland only raises his eyebrows, waiting for an answer.

                                   LINDSEY (cont'd)
                         Did you know what the signs were
                         when you were CEO?

               Holland doesn't answer.

                                   LINDSEY (cont'd)
                         I didn't think so.  So even if I
                         did somehow find myself in
                         possession of such information, do
                         you really think you give me enough
                         holiday hours to be absent and pull
                         it off?

                                   HOLLAND
                         So you're denying all involvement?

                                   LINDSEY
                         I'll tell you what.  If there's
                         another sign, which judging by your
                         use of 'the first sign' earlier,
                         there is...  If it doesn't come
                         about, then you'll know that it was
                         me trying to distract people. 
                         But until then, you can't convict
                         on suspicion alone, can you?

               Finally, Holland smiles his most absent smile and:

                                   HOLLAND
                         I'm sorry to have bothered you with
                         such nonsense, Lindsey.

               Lindsey smiles back.

                                   LINDSEY
                         Not a problem, Holland. 

               Holland turns and leaves the room.

                                   LINDSEY (cont'd)
                         And if there's anything that the
                         partners need, you just tell me.  I
                         live to serve!

               Lindsey smiles and leans back in his chair again, feet on the
               desk. 

        16     INT. HYPERION - FOYER - SAME                               16

               Everyone is staring back at Angel.  Disturbed by what they
               just heard. 

                                   SPIKE
                         Bollocks. 

                                   WESLEY
                         It does seem a tad bit extreme.

                                   ANGEL
                         No one said it was going to be
                         easy. 

               A long beat as everyone looks back to one another.

                                   WESLEY
                             (to Lorne)
                         And you're sure that this...  Plan
                         is sound.  The end result, anyhow?

                                   LORNE
                         About ninety-ten. 

               Everyone only glares back.

                                   LORNE (cont'd)
                         Okay, eighty-twenty, but that's
                         just because guaranteeing success
                         is a sure sign of doom. 

               Another long beat as everyone looks to and fro again.

                                   SPIKE
                         And this is the best bet that we
                         have?

               Angel shrugs.

                                   ANGEL
                         I'm open to suggestions. 

               Another long beat.

                                   SPIKE
                         So we take the small piece...  of
                         it...  And we touch it to her?

               Everyone looks back to Eve for another long beat.

                                   SPIKE (cont'd)
                         And then what?

                                   EVE
                         And then nothing! I'm not going
                         through with this.

               Lorne rolls his eyes and advances on Eve with a piece of duct
               tape.

                                   EVE (cont'd)
                         Even if you do somehow get into the-

               Lorne applies the tape over her mouth as everyone observes
               another long silence before Kirsten looks back to Angel.

                                   SPIKE
                         And this is the best bet that we
                         have?

                                   ANGEL
                         It's the only bet that we have.

                                   SPIKE
                         This is sodding ridiculous.  We
                         poke her with a mystical digit and
                         that solves all our problems?

                                   LORNE
                         It's a little more complicated than
                         that, sweetie.  We need the
                         physical... whatsemajig to act as a
                         conduit for the spell, no pun
                         intended.  Without that, there's no
                         way my magic can get past her
                         defences.  Think of it as a tiny,
                         evil battering ram.

               Wes looks puzzled as he looks back to Angel.

                                   WESLEY
                         Even if we were to get there,
                         rendering something that powerful,
                         effectively powerless long enough
                         to remove a...
                             (almost grimacing)
                         ... piece of it, is going to take
                         more energy than any of us have to
                         give.

                                   ANGEL
                         Yep.  Lorne already thought of
                         that.

                                   WESLEY
                         And what's the solution?

               Just then, Lorne's phone rings and he brightens up.

                                   LORNE
                         This could be it right now.

               He takes a cell phone out of his jacket and quickly answers
               it.

                                   LORNE (cont'd)
                         Yello?  Oh, dollface, am I ever
                         glad it's you.  I've been having a
                         devil of a time trying to convert
                         the nonbelievers into going into
                         you know where to get you know
                         what. 
                             (laughing)
                         Tell me about it.

               Without a word to the others, Lorne heads toward the front
               door.

                                   WESLEY
                         Angel...?

               Angel smiles back to Wes.

                                   ANGEL
                         You're going to be upset that you
                         didn't think of it first.

               Lorne finally makes it to the door.

                                   LORNE
                             (into phone)
                         Anyway, I'm right there so I'll see
                         you on the inside, eh?

               Lorne puts the phone back into his pocket and opens the door.

                                   LORNE (cont'd)
                         Well, hello there! It's just been
                         so long. 

               He smiles and steps out of the way for GWEN RAIDEN to enter
               the room!  Decked out in black leathers and showing just
               enough flesh.  Sexy as ever. 

               She smiles as she takes in the unblinking eyes of most
               everyone in the room and looks back to Lorne.

                                   GWEN
                         My, my, my. I always did love to be
                         the center of attention.

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

               FADE IN:

        17     INT. HYPERION - FOYER - DAY                                17

               Gwen is standing alongside Lorne as the others wait for some
               kind of explanation. 

               Lorne looks back from the others to Gwen and:

                                   LORNE
                         See?  Did I tell you or what?

                                   GWEN
                         Oh, you told me.

               She walks fully into the foyer and around the room, like
               she's inspecting the lot of them.

                                   GWEN (cont'd)
                         I just had to see it for myself.

                                   ANGEL
                         See what?

               Gwen only smiles as she passes Angel and moves on to Wesley
               who only forces a small smile as she runs her finger along
               his chin.

                                   GWEN
                         That you needed me.

               She walks past Wes and on to Spike.

                                   GWEN (cont'd)
                         You're new.

                                   SPIKE
                         'Bout a century and a quarter off,
                         darlin'.

               She raises her eyebrows.

                                   GWEN
                         Ooh, another vampire.

               She continues on as Spike smiles.

                                   SPIKE
                         Lorne, did you order us a stripper?

               Gwen stops just as she gets to Kirsten and her smile fades.

                                   GWEN
                         And one girl.

               She looks back to Angel.

                                   GWEN (cont'd)
                         There's always one girl.  What is
                         it with you guys?  Three guys.  One
                         girl.  Does that seem odd to anyone
                         else but me?

                                   KIRSTEN
                         The name's Kirsten. 

               She stares Gwen down.

                                   GWEN
                         And I never seem to do well with
                         the ladies for some reason.

               She moves on.

                                   SPIKE
                         There's, er, actually another girl
                         upstairs.  She's just a bit bonkers
                         at the moment.

                                   GWEN
                         Let me guess...  
                             (rolling her eyes)
                         Ever the wordsmith and queen of
                         scowls Cordelia.

                                   LORNE
                         Actually, honeycake -

                                   ANGEL
                         Cordy's dead.

               She stops and her expression goes to stone in a moment.

                                   GWEN
                         Oh...  Sorry to hear that.

                                   ANGEL
                         Well, it happened a while back
                         and...

               Her face lights up.

                                   GWEN
                         Where's Gunn?

                                   SPIKE
                         Sorry to spoil your homecoming
                         party, princess, but he's also of
                         the departed.

               Gwen stops and looks around.

                                   GWEN
                         And Fred?

               Wes shakes his head.

                                   GWEN (cont'd)
                         Man, I'm starting to rethink this
                         whole 'go fight for the good guys'
                         thing.

                                   SPIKE
                         And while we're on the subject of
                         good guys, just who in the bloody
                         hell to high water are you?

               She smiles playfully.

                                   GWEN
                         I can see that you don't have a
                         problem with the ladies.

                                   SPIKE
                         I haven't heard any complaints yet,
                         luv, but let's try to keep on
                         point, shall we?

               Angel finally walks across the room to stand beside them. 

                                   SPIKE (cont'd)
                         Spike, this is Gwen Raiden. 
                         Gwen...

                                   GWEN
                             (smiling)
                         Your name is Spike?

               Spike puffs up.

                                   SPIKE
                         It is.

                                   GWEN
                         Like a puppy?

               Spike starts to open his mouth, but:

                                   GWEN (cont'd)
                         Or the leader of the Gremlins?

                                   SPIKE
                         Hey!

               Spike starts to go off, but Angel steps in between them.

                                   ANGEL
                         We'll have time for formal
                         introductions later.  Right now,
                         let's focus on saving the world.

               Gwen smiles at Spike one more time and then goes over and
               plops down on the couch.

                                   GWEN
                         So, what have we got in the way of
                         entry?

                                   ANGEL
                         Sewer access.

                                   GWEN
                             (rolls eyes)
                         Of course.

                                   GWEN (cont'd)
                         Security?

                                   ANGEL
                         Lots of it.

                                   GWEN
                         Tools?

               Angel looks around to his team. 

                                   ANGEL
                         You're looking at 'em.

               Gwen cracks up laughing.  Spike only shakes his head and
               stares accusingly at Angel as we...

                                                               FADE TO:
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Script created with Final Draft by Final Draft, Inc.