7x13
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        20     INT. W&H - CONFERENCE ROOM - SAME                          20

               Lilah is professing all that she knows across the room, but
               Lindsey isn't paying the slightest bit of attention to any of
               them now.  His thoughts are on Holland.  And on Eve.

               Finally, he stands up and walks toward the door.

                                   REGIONAL HEAD #1
                         Where do you think you're going?

                                   LINDSEY
                         Look, find me however you want. 
                         Innocent.  Guilty.  Honestly, I
                         couldn't give less of a damn.  I've
                         got things that need to be taken
                         care of.

                                   REGIONAL HEAD #3
                         If you walk out of this meeting --

                                   LINDSEY
                         Death, dismemberment?  That threat
                         lost its appeal after the first few
                         times it happened to me.

        21     INT. W&H - CORRIDOR - CONTINUOUS                           21

               Lindsey steps out of the office, never missing a step as he
               dials his cell phone.

                                   LINDSEY
                         Gunn, I'm about to need a major
                         distraction.  Yeah, it's time. 

               He hangs up the phone and keeps his pace down the corridor. 
               Finally, he enters --

        22     INT. W&H - HOLLAND'S OFFICE - CONTINUOUS                   22

               Still without missing a step, he walks directly into the
               office and:

                                   LINDSEY
                         Hey, Holland...

               As soon as Holland turns around, Lindsey DECKS him with a
               huge RIGHT HOOK.

               Holland crumples to the floor, and Lindsey shakes his fist,
               stretching his fingers out.

               A faint ALARM starts to sound, presumably triggered by his
               attack on Holland, but Lindsey looks ready for it as we:

                                                             BLACK OUT:



                                   END OF ACT ONE
                                       ACT TWO

               FADE IN:

        23     INT. FBI SAFEHOUSE - LIVING ROOM - DAY                     23

               Eve is standing in front of the others now.  Everyone is
               either sitting along the chairs and couches or standing in
               the corners, waiting on her tale.

                                   EVE
                         First off, 'in the beginning'
                         wasn't like that book tells it. 
                         There wasn't an infinite darkness,
                         then light, the heavens, and some
                         naked people.  There was just
                         infinite darkness and a lot of
                         pissed off demons. 

               Everyone looks to each other.  A sense of ominous foreboding
               already creeping in with her story. 

        24     EXT. OLD EARTH - NIGHT                                     24

               A scene of sheer horror.  Darkness is more than prevalent. 
               It's absolute.  Loud, guttural sounds of ELDER DEMONS echo on
               forever and the chill of death almost forms a blanket around
               it all.

               Furtive movement off in the abyss of shadows as something
               runs for its life, ducking between shrubs and the occasional
               stunted tree.

                                   EVE (V.O.)
                         No one knows what started it.  Not
                         even the partners.  If there is
                         some primordially immaculate being
                         that set things in motion, then
                         it's kept it quite from the start. 
                         All that's known for certain is
                         that they were there.  The demons,
                         when it started.  They were there
                         and there were no rules to play by.

               As the source of the movement moves closer, we can finally
               tell that it's a HUMAN!  Not a pre-homo sapien, but a regular
               enough looking man, though several steps down the totem pole,
               obviously.  He's not clothed, heavily bearded.  

               As he hurries across the frame, he's --

               -- SNATCHED out of his sprint by a massive demon.  Dozens of
               long TENTACLES form a solid exoskeleton around a scaled
               interior, twenty feet high.

                                   EVE (V.O.) (cont'd)
                         And even though you guys thought
                         she might just be a little
                         conceited, Illyria never
                         embellished about the old days. 
                         She was one of the first of the
                         elder demons.

               The man SCREAMS in horror as ILLYRIA toys with him, slowly
               ripping the flesh from his bone as others of her kind make
               their way over.

                                   EVE (V.O.) (cont'd)
                         And it didn't take her long to
                         become the most feared amongst the
                         others.

               Various shapes of horrific fantasy make their way over, some
               almost floating, some slithering.  Each seems oddly pleased,
               as evinced by their own carrion ululations.

                                   EVE (V.O.) (cont'd)
                         If there was anyone pulling the
                         strings on Earth back in the day,
                         it was her.  She told the others
                         what to do.  How to do it.

                                   WESLEY (O.S.)
                         Wait...

        25     INT. FBI SAFEHOUSE - DAY                                   25

               Eve is staring back at everyone, a welcome sight to the
               pictures in her head.

                                   WESLEY
                         They had a spoken language?

                                   EVE
                         Not really.  I mean, they made
                         sounds.
                             (cringing)
                         Horrible, horrible sounds, but they
                         used some sort of telepathy that
                         everyone understood.  Even the
                         humans.

                                   ANGEL
                         Humans?  In the beginning?

                                   EVE
                         Well, they weren't frolicking in
                         some candy assed garden, but yeah,
                         they were there.  And the vampires
                         and the werewolves.  Only they
                         weren't werewolves yet. 
                         They were lower class demons who
                         eventually found a way to survive
                         in humans. 

                                   WESLEY
                         And the same with the vampires?

                                   EVE
                         They didn't use a guise back then. 
                         They were just the bloodsuckers
                         that fed on the scraps that the
                         bigger demons left behind.

               Spike looks to Angel. 

                                   SPIKE
                         Makes you proud, doesn't it?

                                   WESLEY
                         Good God.

                                   EVE
                         Let's hope so.  'Cause it's going
                         to take more than a pep talk to
                         beat this thing.

                                   GWEN
                         Is it too late for me to order that
                         plane ticket to Australia?

                                   SPIKE
                         Make it somewhere less sunny and
                         I'm right there with you.

                                   ANGEL
                             (to Eve)
                         And where are the partners during
                         all this?

                                   EVE
                         The partners aren't that old.  It
                         would be a few millennia before
                         they were even born, or formed, or
                         forged.  However you want to think
                         of it.  I don't know how to explain
                         how they come about, but even when
                         they did come about, they weren't
                         like Illyria.  They didn't start
                         out at the top.

        26     EXT. OLD EARTH - NIGHT                                     26

               An ancient battlefield.  Hundreds, maybe thousands, of the
               elder demons are fighting.  Each one on no particular side. 
               Only striking out at the others with their own talents.

                                   EVE (V.O.)
                         You guys know this much: the elder
                         demons got tired of picking on the
                         small prey pretty quickly and
                         turned to warring amongst
                         themselves.  I guess it was more of
                         a challenge.  Some kind of
                         gladiatorial games to keep them
                         occupied while they weren't
                         thinking of new ways to destroy the
                         world or themselves.

               Illyria is seen in the middle of it all.  Surrounded by other
               demons, but killing them one by one, using her tentacles to
               slash through them. 

                                   EVE (V.O.) (cont'd)
                         You also know that they didn't die
                         like we do.  Death wasn't the end
                         for them.  The smarter ones learned
                         to resurrect themselves.

               We PULL BACK from the chaos of this war to find a group of
               silent onlookers.  Elder demons in their own right, but
               nowhere near the scale of some of the larger demons in the
               war.

               These are the SENIOR PARTNERS.  Three of them.  The WOLF, the
               RAM, and the HART.  None of them look in the slightest like
               their monikers.  Each are horrid in their own way, but not
               overly discernible from the other. 

               Only some ten to fifteen feet tall with grotesque fangs
               projecting from flat, squat heads, and several sets of horns
               poking through greyish black skin.

               They only stay silent and watch.

                                   EVE (V.O.) (cont'd)
                         And this is where the partners
                         started to distance themselves from
                         the others.  Instead of battling
                         amongst themselves, they watched. 
                         They learned...  Everything.  They
                         were among the first to learn how
                         to breach dimensions. 

                                   WESLEY (V.O.)
                         How did they learn it?

        27     EXT. OLD EARTH - MILLIONS OF YEARS LATER                   27

               The partners are alone behind a huge mountain.  They're busy,
               obviously working on some kind of rital.  A huge MAGIC CIRCLE
               has been etched on the ground before them.

                                   EVE (V.O.)
                         They listened.  To the world around
                         them.  There was no science.  There
                         was only instinct and intuition. 
                         It's like the monks at the Buddhist
                         temples.  They spend years in
                         silence to achieve Zen or whatever
                         and understand nature.  The
                         partners had about infinity times
                         over to do the same thing and
                         eventually they understood things
                         like time and space, not like you
                         and I understand it, but a visceral
                         perception that was above
                         understanding and knowledge.

               Just then, a powerful portal opens up in front of them and
               the partners step into it to --

        28     EXT. PYLEA - DAY                                           28

               The partners step into the sunlight.  Obviously out of place
               in this world of beauty.

                                   EVE (V.O.)
                         And it was then that they realized
                         what they were going to do.  What
                         they had to do to survive.  

        29     EXT. OLD EARTH - NIGHT                                     29

               Another huge battle.  This time, the partners themselves are
               involved, but holding their own against the bigger demons.

                                   EVE (V.O.)
                         There was no way that they could
                         keep up the struggle against the
                         more magnificent demons of their
                         own world, and it was only a matter
                         of time until they found their way
                         and spilled into the other worlds
                         as well.  And they were wise enough
                         to know that the time of the demons
                         would eventually come to and end. 

        30     INT. FBI SAFEHOUSE - DAY                                   30

               Wes is taking this all in, almost giddy at learning these
               primordial secrets.

                                   WESLEY
                         So they formed a plan to outlast
                         the others by going into a
                         voluntary exile.

               Eve nods.

                                   EVE
                         They chose the world's first
                         lackeys and started setting things
                         in motion, conquering peoples of
                         other dimensions and corrupting the
                         weaker species that might survive
                         the eons here on earth.

                                   ANGEL
                         Humans.

                                   EVE
                         Among others.

               Wes forces a chuckle.

                                   WESLEY
                         Original sin.

                                   EVE
                         And so every human from then on had
                         a piece of evil in them and it only
                         grew from there.

                                   KIRSTEN
                         So much for Kane and Abel.

                                   SPIKE
                         Wait...  What about The First?  I
                         thought it was the original big bad
                         that turned everyone into
                         bludgeoning hatemongers.

                                   EVE
                         Just another game.  When you're the
                         only elder left, you can make that
                         claim.  It's real name was
                         Quetzalcoatl, and it was one of the
                         elders, older than Illyria even,
                         but not the first.

                                   WESLEY
                         And how did it survive all the
                         wars, not to mention time itself?

                                   EVE
                         No one knows.  Though they don't
                         like to admit it, it's probably the
                         one elder that was as wise as the
                         partners themselves...  Only it was
                         just as happy to do battle as all
                         the others.

                                   ANGEL 
                         So, wait...  The books we found in
                         Pylea?

                                   EVE
                         All part of the plan.

                                   ANGEL
                         For this world or theirs?

                                   EVE
                         That's the genius of this plan,
                         babe.  They're not just going for
                         one or the other.  You've got to
                         hand it to the guys because when
                         they go, they go for broke.  They
                         want it all.

        31     INT. W&H - HOLLAND'S OFFICE - SAME                         31

               Lindsey is being pulled off of Holland by Wolfram and Hart
               SECURITY AGENTS.

                                   LINDSEY
                         You son of a bitch!

                                   HOLLAND
                             (to security)
                         Take him to the holding area.  Put
                         him next to Mathias Pavane so he'll
                         have someone as crazy as he is to
                         talk to.

               The Agents try to haul Lindsey off, but he THROWS them aside
               and grabs Holland by the jacket, pinning him against the
               desk.

                                   LINDSEY
                         You go behind my back to kill my
                         girlfriend?!  You knew she was
                         alive, didn't you?  You knew she
                         was alive and you hid her from me!

                                   HOLLAND
                         Lindsey, it would be wise to let me
                         go.

               Lindsey seems to back off for a moment, but it's all for show
               with:

                                   LINDSEY
                         Yeah, but I always wondered how
                         Angel felt when he let those two
                         vampire bitches murder you and your
                         family.  And I gotta tell ya', it
                         sounds like a helluva lot more fun.

               Lindsey reaches back to punch him, but as he does he starts
               CONVULSING and falls to the ground to REVEAL --

               -- Lilah standing behind him with a small DEVICE in her hand. 

                                   LILAH
                         You have no idea how fun that was. 

               Lindsey glares back at Holland and then Lilah and the device
               in her hand.

                                   LINDSEY
                         What the --

                                   HOLLAND
                         What did you expect, Lindsey?  That
                         the partners would go through all
                         the trouble of bringing someone
                         like you back just to entirely
                         trust that you wouldn't revert to
                         your old ways?  You have a failsafe
                         of your own. 

                                   LILAH 
                         It's like a shock collar for a bad
                         dog. 

                                   HOLLAND
                         Smaller in scale than Angel's, but
                         just as effective.  More so, I'd
                         say, given that Angel survived his.

                                   LINDSEY
                         So what, you're going to kill me
                         now?

                                   HOLLAND
                         We're not.  I think the partners
                         will want to take care of this
                         personally.

                                   LILAH
                         Guess there's going to be a job
                         opening now.

               But before any guards can be called or Lindsey can be fully
               subdued, the red lights begin to flash again in the building. 

                                   LINDSEY
                         Maybe not. 

               Holland quickly flips on the television and there on the
               screen, is a raging hurricane in progress.  The REPORTER
               comes on the screen with:

                                   REPORTER
                         And if you're just joining us, our
                         breaking story this hour - a freak
                         hurricane has appeared literally
                         out of nowhere in downtown Los
                         Angeles, rated an F5 by the
                         meteorologist's office. 
                         F5 is the highest possible rating
                         for hurricane strength, and only a
                         handful have ever been recorded.

               Holland stares on, nearly in shock.  Lindsey's eyes drift to
               the shock device, forgotten in Lilah's hand.

               The TV shows scenes of devastation - ruined apartment blocks,
               rising flood waters, piles of cars thrown around like toys.

                                   REPORTER (cont'd)
                         No one likes to speculate at a time
                         like this, but the probable
                         estimates already put the death
                         toll into the hundreds, possibly
                         thousands.

               As Holland and Lilah continue to stare at the screen, Lindsey
               quickly takes the device out of her hand, throws it on the
               ground, and stomps it into pieces.

               They both only stare back at him, not knowing what to say.

                                   LINDSEY
                         Well, after seeing that, I'd say
                         that court's adjourned, wouldn't
                         you? 

               He leaves the room as Holland and Lilah are still baffled. 

                                   LILAH
                         This is really it, isn't it?

               Holland has actually lost his typically calm demeanor and
               looks near panicked.

                                   HOLLAND
                         I've got to go to the white room.

               He leaves Lilah alone in the room.  She ducks her head in her
               hands and sits on the corner of the desk.

        32     EXT. FBI SUBURBAN - LATER                                  32

               Out on the street, strong STORM WINDS whip round, bowing over
               trees, street lights and anything else tall enough.

               Kate and Sonia exit the vehicle.  Sonia's looking around with
               a sense of urgency, but Kate is only standing beside the
               vehicle with an assumed purpose.

                                   SONIA
                             (shouting over noise)
                         So, what's the emergency?  Demons,
                         demon worshippers, Techno fans?

                                   KATE
                         Sonia, I'm not quite sure how to
                         tell you this and I'm not sure how
                         you'll take it coming from me --

                                   SONIA
                         Coming from you?  Are you kidding? 
                         You saved my life.

               Kate forces an awkward smile.

                                   SONIA (cont'd)
                         You could tell me I'm dying and I
                         wouldn't hold a grudge.

               With that, the smile disappears from Kate's face and she
               stares at the ground for a moment.

                                   SONIA (cont'd)
                         Wait...  Am I --

                                   KATE
                         We found a common denominator with
                         the other Priori patients.  The
                         human body was never made to stand
                         up to all the changes that you've
                         underwent.

               She lets that hang for a moment before she quickly jumps back
               in with:

                                   KATE (cont'd)
                         They weren't all the same.  The
                         results varied from person to
                         person, but even the lucky ones
                         have been nearly crippled by the
                         rapid advancement of the aging
                         process.

               Sonia thinks it over for a moment and takes a deep breath.

                                   SONIA
                         Wow.
                             (beat)
                         Not holding a grudge, but...  Man. 
                         That's not something you hear every
                         day.

                                   KATE
                         I know.  And I'm sorry that I had
                         to tell you.  I just didn't want to
                         do it in a room full of people.

                                   SONIA
                         No, I --  Thank you.  I really
                         appreciate that. 
                             (beat)
                         And look, if you don't mind, can we
                         keep this between ourselves?

                                   KATE
                         Of course.

                                   SONIA
                         I just don't want everyone worrying
                         about me when we've got bigger
                         things to focus on.

                                   KATE
                         But you will tell them?

                                   SONIA
                         Yeah, of course..  Just not right
                         now.  Actually, I'm glad we've got
                         this chance because there's
                         something I needed to talk to you
                         about too.

                                   KATE
                         Oh?

                                   SONIA
                             (nods)
                         You know those --

               Kate's phone rings.  She holds up a polite finger to Sonia
               and answers it as we FADE TO:

        33     INT. FBI SAFEHOUSE - SAME                                  33

               Angel's phone interrupts Eve's story as he hurries up answers
               it.

                                   ANGEL
                             (into phone)
                         Yeah.  Kate...  Are you sure? 
                         Yeah, I'll see you in a minute.

               He hangs the phone up as he looks to the others.

                                   ANGEL (cont'd)
                         There's a hurricane that sprung up
                         out of nowhere.

                                   WESLEY
                         What?

                                   ANGEL
                         Right in the middle of downtown. 
                         It's already torn through over a
                         dozen blocks.
                             (beat)
                         Apartments, projects... Everything.

               Everyone is already aware of what that probably means and
               their heads drop.

                                   ANGEL (cont'd)
                         They say it's already killed well
                         over ten thousand, most likely over
                         twenty by the time it's done.
                             (to Eve)
                         Could this be it?

                                   EVE
                         Oh, that's it.  The first was Earth
                         barely avoiding being destroyed,
                         which it was with the comet.  And
                         the second is a hellish natural
                         disaster that kills by the
                         thousands.  That's the death knell,
                         kids.
                             (more somberly)
                         We're all going to die.

                                   ANGEL
                         Not if I can help it.

                                   WESLEY
                         Have you told us everything?

                                   EVE
                         That's pretty much it for the
                         history lesson.  

               No one moves until:

                                   GWEN
                         Where are they now?

                                   EVE
                         Come again?

                                   GWEN
                         The senior partners.  They're still
                         -- alive? -- somewhere, aren't
                         they?  Pulling the strings.

                                   EVE
                         They've got a cozy little dimension
                         of their own tucked out of the way.

                                   GWEN
                         Then why can't we go there?  You
                         know, take the fight to them. 

               Wes looks up to Angel. 

                                   WESLEY
                         She's got a point.  If we cut the
                         dragon's head off...

               He lets it hang before Eve jumps back in.

                                   EVE
                         While I admire your enthusiasm,
                         it's easier said than done, Wes. 
                         The Partners knew that if they left
                         the front door open that someone
                         would eventually come ringing the
                         doorbell.

                                   SPIKE
                         What the hell is that supposed to
                         mean?

                                   EVE
                         No one knows how to get there
                         except the partners themselves. 
                         The home office, as it's lovingly
                         referred to...  It's a mystery to
                         everyone other than those three.

                                   KIRSTEN
                         I thought you knew everything that
                         the partners knew now.

                                   EVE
                         I do.  That's the thing.  They've
                         erased all traces of it, even from
                         their minds.

                                   WESLEY
                         You're saying that even they don't
                         know where they are?

                                   EVE
                         They know where they are in
                         relation to our dimension.  They
                         couldn't communicate with us
                         otherwise.  Let's just say that
                         they've covered their tracks
                         really, really well.  And they're
                         not going to reveal themselves
                         until this all goes into motion.

               She looks at her watch.

                                   EVE (cont'd)
                         Which should start sometime in the
                         next few hours.

                                                             BLACK OUT:



                                   END OF ACT TWO
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