7x14
Script created with Final Draft by Final Draft, Inc.

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                                       TEASER

               FADE IN:

         1     EXT. ABANDONED LOT - LATE EVENING                           1

               An AERIAL VIEW of the scene, the same abandoned lot that we
               left TEAM ANGEL in last we saw them.  A cloudy, dreadful
               evening.

                                   GWEN (V.O.)
                         You ever have one of those days? 
                         One of those weeks?  One of those
                         lives? 

               We PUSH IN to slowly begin to notice people there.

                                   GWEN (V.O.) (cont'd)
                         You know, when you can't help but
                         notice this ominous cloud of
                         foreboding all around you that
                         seems more cement, less puffy
                         ether?  And with it, this dread
                         that no matter what you do, how
                         hard you work to avoid or overcome
                         it, that this thing -- whatever it
                         may be -- is going to swallow you
                         whole?  Welcome to my world.

               PUSH IN further until we find GWEN RAIDEN alone, leaning
               against a stunted and leafless tree.  She's staring across
               the lot at --

               Team Angel.  ANGEL himself is standing at the front of the
               group, either delegating or bitching.  It's hard to tell. 
               KATE is standing at his side, looks as though she's taking
               mental notes of every detail.  WESLEY is accompanied on
               either side by SONIA and KIRSTEN, each paying just as much
               attention.

                                   GWEN (V.O.) (cont'd)
                         The whole existential argument of
                         theology has always been a bit of a
                         bore as far as I'm concerned.  As
                         long as something works, I don't
                         need to know how.  'Why are we
                         here?  Does what we do matter?' 
                         Who cares?

               BACK WITH Gwen as she leans back up against the tree and
               glances toward the sky.

                                   GWEN (V.O.) (cont'd)
                         Turns out that I do.  If you get
                         mixed up with the wrong people in
                         this life, or worse yet, the right
                         people...

               She sighs and glances back across the lot to Team Angel.

                                   GWEN (V.O) (cont'd)
                         ... questions like these have more
                         significance.  As in 'do I really
                         want to die for this' and 'am I
                         going to be rewarded for it'?  And
                         even worse than the questions is
                         the fear.  And worse yet is what
                         the fear makes you do.

               From our Team Angel view, we WIDEN TO REVEAL SPIKE, standing
               there, sword in hand, cigarette in lip.  Not paying nearly as
               much attention to Angel as the others.  Not bored, but --
               nervous?  He glances over to Gwen with a smile.

         2     INT. HYPERION - SPIKE'S ROOM                                2

               Spike falls back upon the bed with a smile and a moment
               later, Gwen comes into view and straddles him.  They start
               kissing.  And getting heavier, very quickly as sparks
               sporadically pop between them. 

         3     INT. HYPERION - ANGEL'S ROOM                                3

               Angel is sitting in his chair, his drawing pad in lap, pencil
               on paper.  We watch him for a moment.  There's that calm to
               him that he seems to have when he's drawing or reading.  It's
               almost relaxing.  

                                   GWEN (V.O.)
                         The regrets that it brings to the
                         surface.

               Until we PUSH IN to see the drawing of --

               An EPIC BATTLE.  People are dead everywhere.  His own take of
               the FOUR HORSEMEN are riding through the middle of the
               slaughter.  He drops the pencil, sighs and rubs his temples
               for a beat before he looks down and turns the page back and
               we see --

               A COLLAGE of faces drawn with his typical precision all
               across the page.  CORDELIA.  DOYLE.  FRED.  CONNOR.  DARLA. 
               GUNN.

                                                               FADE TO:

         4     INT. HYPERION - ANGEL'S OFFICE                              4

               Wes is sitting behind Angel's desk, papers and books strewn
               across the surface.  A bottle of whiskey that he isn't even
               trying to hide anymore.  He pours himself a generous glass
               and takes a drink.  A moment for the burn to fade and he goes
               back to work reading.  Or ostensibly so, anyway.

               There, in the book, we see that he's taken a page out of
               Angel's book, so to speak, and has a picture of FRED staring
               back at him.  He finishes the paragraph and turns the page,
               taking the picture and putting it on the other side of the
               page as he does.

                                   GWEN (V.O.)
                         The places that it takes you that
                         you swore you'd never re-visit.

         5     INT. UTF HQ - CORRIDOR                                      5

               Sonia is walking through the remains of the operation.  There
               are no bodies here, but there's dried blood everywhere.  On
               the walls, the floor, the ceiling.  A tear runs down her
               cheek as she glances into what used to be --

               HER BUNK

               We PUSH IN across the room until we see a small picture of
               Connor taped to the cement wall.  Just below it, a picture of
               she and TAYLOR, taken above a demon carcass.  Her first kill.

               She walks across the room to the cot, lies down.  She stares
               at the pictures and finally bursts into sobbing tears.

         6     EXT. WOLFRAM AND HART                                       6

               Kirsten is standing outside of Wolfram and Hart, staring up
               at the building.  A look of cold vengeance upon her face as
               she loads bullets into her pistol.

         7     INT. KATE'S DAD'S OLD APT. - LIVING ROOM                    7

               We're staring at the front door as the doorknob jingles.  A
               beat and it opens to REVEAL Kate knelt down and putting her
               lock picking tools back in their case.

               She stands up and enters the room.  Looks around at how much
               it's changed with the present owners.  She stares at the spot
               in the floor where she found her dad's body.

                                   GWEN (V.O.)
                         Fear does something different to
                         each of us.  And while our minds
                         are busy clinging to the past, the
                         future is creeping up on us all --
                         slowly at first, but then faster
                         and with more velocity until the
                         now is no longer what it was, but
                         what it is.  

               As Kate kneels down to run her hand over the carpet, a light
               FLICKS ON and a MAN is standing there with a baseball bat. 
               Kate has broken into his home and he's not happy.

                                   GWEN (V.O.) (cont'd)
                         And therein lies the predicament. 
                         While we can recite our past with
                         an inept certainty, it's the
                         uncertainty that the future holds
                         for us all that we fear.

               Kate pulls out her BADGE and the man calms a bit.

                                   GWEN (cont'd)
                         Because while there's a chance that
                         we might possess the strength to
                         overcome what lies over the not-so
                         distant horizon...

         8     EXT. ABANDONED LOT - LATE EVENING                           8

               Gwen sighs again and walks over to join the others.  Angel's
               in the middle of some words of encouragement, but no one
               looks that enthused about what's to come.

                                   GWEN (V.O.)
                         ... there's just as high a
                         probability that we'll fail not
                         only ourselves, but those around
                         us.

               Angel is speaking directly to Gwen now.  After he's done, she
               nods a quick agreement with a confident expression.  As soon
               as everyone turns back to Angel, her confident expression is
               gone and she takes a deep, calming breath.  She looks to the
               others.

                                   GWEN (V.O.) (cont'd)
                         But at times like these, it's just
                         good to have someone around you. 
                         And maybe the need to have someone
                         around is enough to keep you
                         fighting even when your body tells
                         you that you can't.  That's what
                         I'm hoping, anyway.  

               She looks to the sky one more time, but her gaze is brought
               back to earth with Spike offering a comforting 'everything's
               going to be alright' nod. 

                                   GWEN (V.O.) (cont'd)
                         Because in the absence of hope,
                         there's only darkness.  And I don't
                         know about you...

               She forces a smile back that quickly fades and from that,
               we...

                                                             BLACK OUT:

                                   GWEN (V.O.) (cont'd)
                         ... but I've always been a little
                         bit afraid of the dark.



                                    END OF TEASER
                                       ACT ONE

               FADE IN:

         9     EXT. ABANDONED LOT - DUSK                                   9

               Team Angel is still gathered in the lot.  No one's dishing
               out orders this time.  No one's giving rousing speeches. 
               They're all standing in a rough circle, back to back, weapons
               ready.

                                   SPIKE
                         So...  Anyone think we're actually
                         going to make it out of this alive? 
                         Or at the very least, still undead?

               A beat as everyone exchanges glances, except for Angel who
               looks more annoyed.  

               Sonia stares knowingly at Spike.  Almost certain that she's
               not going to make it and guilty that she hasn't told him. 
               Finally:

                                   GWEN
                         Someone please say yes. 
                             (beat)
                         Anyone?

                                   KIRSTEN
                         Well I, uh...  No, not really.

                                   ANGEL
                             (pointedly)
                         We survived their first attack and
                         we'll survive this one.

                                   SPIKE
                         Hate to burst your bubble of
                         pretend bravery, but we didn't all
                         live to tell the tale, did we?

                                   WESLEY
                             (forces a chuckle)
                         I've still got the scar and
                         embarrassing memories of
                         soullessness to prove it.

                                   KATE
                         Plus, they didn't have any calvary
                         that time, did they?

                                   ANGEL
                         Alright, you guys want me to say
                         it?  You want to hear so bad that
                         we're not all going to make it
                         through this?  Fine.  We're not. 
                         Every one of us may die today.

                                   GWEN
                         So not what I needed to hear.

                                   ANGEL
                         So if anyone wants to leave, now
                         would be the time.  Because in a
                         few minutes, hell is literally
                         going to break loose on Earth.  But
                         with or without you, I'm facing
                         this thing.  And that doesn't mean
                         that I'm not scared.

               He looks to each of the others in turn.

                                   ANGEL (cont'd)
                         I'll be honest with you: I'm
                         terrified.

                                   LILAH (O.S.)
                         I thought the general was supposed
                         to inspire.

               Everyone turns to find LILAH coming up from their rear,
               carrying a trash bag in one hand and a gun in the other.

                                   LILAH (cont'd)
                         Not piss himself in fear.

                                   WESLEY
                         Lilah...

               She smiles her deviously enchanting smile to Wes, but before
               she has time to answer him.

                                   ANGEL
                         What are you doing here?

                                   LILAH
                         Well, the plan was to get as far
                         away from Los Angeles as possible. 
                         But there were...

               She puts the gun in her jacket pocket and reaches into the
               bag and pulls out a HUMAN HEAD and looks at it for a beat.

                                   LILAH (cont'd)
                         ... complications.

               As soon as she pulls out the head, Sonia and Kirsten both
               have GUNS TRAINED ON HER.

                                   SONIA
                         You had to go on a killing spree
                         first?

               Lilah laughs and looks back to the head.

                                   LILAH
                         What?  Him?

               She tosses it on the ground and it rolls until Angel stops it
               with his foot.  PAN UP Angel's body to see an unimpressed
               expression.

                                   LILAH (O.S.) (cont'd)
                         He was an assassin, anyway.  You
                         wouldn't have liked him.

                                   ANGEL
                         You expect us to believe that?

                                   LILAH
                         Don't really care if you do or not,
                         but the truth is that Wolfram and
                         Hart weren't feeling overly content
                         in letting their employees off for
                         the holiday.

                                   WESLEY
                         What are you saying?

                                   LILAH
                         All employees were executed and
                         taken to Paradyse to await the
                         invasion.

                                   KATE
                         Paradyse?

               Spike rolls his eyes and drops his sword to the ground.  More
               annoyed than frightened.

                                   SPIKE
                         Oh, God.  Please tell me that those
                         black, wall crawling monsters
                         aren't going to come through. 

               He takes his pack of cigarettes from his pocket and quickly
               lights one.

                                   KIRSTEN
                         Black...  Wall crawling monsters?

                                   SPIKE
                         Don't go running for the
                         razorblades and pill bottles yet,
                         luv.  I haven't even gotten to the
                         part about the razor sharp teeth.

               Gwen looks over to him. 

                                   GWEN
                         There are razor sharp teeth?

                                   SPIKE
                         Not to mention --

                                   ANGEL
                         Alright, Spike!  That's enough with
                         the description.  They're scary. 
                         Everyone gets it.

               He looks back to Lilah with a pointed expression and
               question.

                                   ANGEL (cont'd)
                         How did you get away?

                                   LILAH
                         I was out of the office when the
                         orders were given so everyone that
                         wasn't accounted for got a
                         housecall.

        10     EXT. LINDSEY'S APT. - SAME                                 10

               LINDSEY and GUNN are fighting back to back.  Dozens of W&H
               Operations Officers and demons are swarming them.  Despite
               how outnumbered they are, both men are holding their own
               exceptionally well.  

               Lindsey is slicing through enemies left and right.  Gunn is
               tearing them down with an axe.  A LARGE DEMON rushes toward
               him and his axe SLICES RIGHT THROUGH ITS HEAD.  

               The neck doesn't seem to slow down the stroke at all and as
               Gunn finishes his swing, a sword stops it.  Right before it
               connects with Lindsey's head.

               Gunn shrugs.

                                   GUNN
                         Accident.

               He goes back into battle as Lindsey eyes him for a moment.

                                   LINDSEY
                         Sure it was.

               He stares on for a moment before he ducks at the last second
               to avoid a MACE SWINGING THROUGH THE AIR.

        11     INT. ABANDONED LOT - SAME                                  11

               The others are still staring back at Lilah.  She hasn't
               explained how she got out of her predicament until:

                                   LILAH
                             (off look)
                         Let's just say that after spending
                         years with you people kicking down
                         my doors, my house isn't lacking in
                         security or weapons.

                                   KATE
                             (to Angel)
                         Any reason we should trust her?

                                   ANGEL
                         I've got about a million for why we
                         shouldn't, but --  At this point,
                         nothing seems that far fetched,
                         does it?

                                   LILAH
                         So do I need to go ahead and learn
                         the secret handshake now, or does
                         that come later?

               Sonia walks up from the rear of the group to stand beside
               Angel and look on at Lilah, gun still aimed at her.

                                   SONIA
                         You think we're actually going to
                         let you fight with us?  We know who
                         you are.  

                                   LILAH
                         Oh, like it or not, honey, I'm
                         going to be here.  Wolfram and Hart
                         wants me dead almost as much as
                         you.  And seeing as there's no one
                         who doesn't want you guys to die as
                         much as you do...  I'm staying.

                                   SPIKE
                         Hang the bloody hell on for a
                         second.  We still don't know if
                         we're being yanked about by our
                         short hairs here, do we?  In case
                         no one has noticed, it's dusk.

                                   SONIA
                         And is it just me or wasn't there
                         supposed to be something big
                         happening at right about now?

               As she finishes her question, a FLASH OF LIGHT all but parts
               the sky and ushers in a LOUD BANG.

                                   LILAH (O.S.)
                             (yelling)
                         You mean like that?!

               Everyone watches, half covering their eyes from the intense
               light.  But as the seconds go by, it starts to fade to a
               point well across town until it's vanished.

        12     EXT. HILL - SAME                                           12

               The trail of light from the sky is all but gone now.  And its
               remnants is only a small glow that leads down into a sizable
               crater in the ground, just outside of the city.

               The scene lies dormant for a moment.  Nothing moves, no
               sounds.  Until finally, the NEIGHING OF A HORSE is heard. 
               And moments later, the beginnings of an ARMORED HELMET comes
               into view.  

               The first of the horsemen marches out of the crater upon his
               white horse.  He's followed very slowly by his brethren as
               they each gaze out about their surroundings. 

               They come to rest side by side, standing in a military like
               row.

               REVERSE ANGLE: The city lights shimmer in the background as
               they gaze out at the scene before them.  We watch for several
               moments before we FADE TO:  

        13     EXT. ABANDONED LOT - SAME                                  13

               Angel and the others are glaring at Lilah.  Things obviously
               didn't go according to plan.

                                   ANGEL
                         What the hell just happened?!

                                   LILAH
                         I --  I don't know!  It was
                         supposed to be right here.  This is
                         where they said it was going to
                         happen.  I heard them!

                                   ANGEL
                         Either they played you or you were
                         playing us.

               Lilah doesn't the part of player.  She's confused and when
               Sonia raises her gun at Lilah again, she goes pale.  This
               woman has never been okay with dying.

               But before anything can unfold, Wes steps in and lightly
               lowers Sonia's arms.

                                   WESLEY
                         She wasn't involved in the
                         manipulation.  We can trust her.
                             (beat; eyeing Lilah)
                         For the time being, anyhow.

               Sonia mulls it over for a beat as she looks back to Angel. 
               Angel nods.

               She holsters the pistol with one last wary look in Lilah's
               direction, and then back to Wes.

                                   SONIA
                         I hope you're right.

               Wes never takes his eyes off of Lilah.

                                   WESLEY
                         So do I.

               There's a moment of understanding between them before:

                                   KATE
                         Angel, if what we think happened
                         just happened --

                                   ANGEL
                         I know.
                             (addressing everyone)
                         You heard the woman.  We don't have
                         any time to waste.  Let's move out.

               Everyone splits up and heads to two separate black suburbans. 

        14     INT. 2ND SUBURBAN - MOMENTS EARLIER                        14

               Spike, Gwen, Kirsten, and Sonia loaded up in this car as
               Spike jumps behind the wheel.

                                   SPIKE
                         You might want to buckle up,
                         kiddies.  Because I got the feeling
                         that this might be one helluva
                         ride.

               He punches the gas and they speed off.  From their windshield
               view, we PUSH IN at an amazing rate --

        15     EXT. STREETS - SAME                                        15

               We blaze through the city streets, buildings whizzing by
               until we're back at --

        16     EXT. HILL - SAME                                           16

               The horsemen are standing in their same position as earlier,
               looking out over the city.  All others look back at the
               horsemen upon the sole white horse. 

               He nods his understanding, and leans his head back.  He
               concentrates.  And after a beat or two, he begins to glow. 
               Faintly at first, but the intensity grows until it's
               blinding.

               A ball of light begins to amass around him, growing larger by
               the second until we --

                                                          SMASH CUT TO:

        17     INT. 1ST SUBURBAN - SAME                                   17

               Angel, Kate, Wes and Lilah watch as Spike pulls off in front
               of them and are quick to follow suit, dodging the various
               debris and toppled cars that are still littering the streets
               after the hurricane.

                                   KATE
                         Do we have anything in the way of a
                         plan?

                                   ANGEL
                         Fight.  That's pretty much all I've
                         got so far.

                                   WESLEY
                         Any element of surprise that we may
                         have anticipated has been lost.

                                   KATE
                         Nothing we aren't used to.  Guns
                         blazing, then?

               She looks over to Angel with a small smile before:

                                   LILAH (O.S.)
                         Look out!

               Kate looks up just in time to see a GIANT WAVE OF HEAT AND
               FIRE, almost like a mushroom cloud, rushing toward them at an
               unbelievable rate.  Before she can even react to this,
               Spike's car slams on the brakes in front of them.

               Unable to come to a peaceful halt, however, the Suburban
               skids sideways and goes into A SERIES OF FLIPS.

        18     EXT. STREETS - SAME                                        18

               With Spike's team flipping across the pavement, Kate is
               unable to stop in time and their suburban PLOWS INTO THE
               OTHER.  Spike's suburban skids even further across the road
               with this extra push and Kate's comes to a dead halt just as
               the --

               WAVE OF FIRE pushes through the area and ENGULFS EVERYTHING
               in a white blur and we -- 

                                                        BLEED TO WHITE:

        19     EXT. STREETS - MINUTES LATER                               19

               FADE IN ON: the white of SPIKE'S HAIR and --

               WIDEN TO REVEAL: Spike lying bloody and unconscious on the
               pavement as the girls work to put out the fire on his
               clothes.

               They're all banged up badly and bleeding, but they've
               survived the crash.  A beat before Angel and Wes hurry over,
               helping a limping Kate along with them.

               Lilah follows behind them with a small limp of her own,
               watching with apathy as they help Kate.

                                   LILAH
                         Yeah, I'm fine.  Thanks for asking.

               Kirsten glances up as Gwen and Sonia check on Spike.

                                   KIRSTEN
                         Angel, what the hell happened?

                                   ANGEL
                         I don't know.  It had to be some
                         kind of fallout from the
                         dimensional void, or some sort of
                         weapon.  I have no idea.

                                   LILAH
                         It's probably just a distraction. 
                             (off look)
                         How are people going to fight when
                         they're underground, waiting for
                         the next ball of fire?  Besides, if
                         it was a weapon, don't you think
                         we'd be dead?

               Angel accepts the answer for the time being before they turn
               back to Spike.

                                   WESLEY
                         Is he --?

               Sonia looks up.

                                   SONIA
                         He's alive.  But barely.

                                   ANGEL
                         What happened?

                                   SONIA
                         He wasn't wearing his seat belt.

               They look back to the suburban to see the windshield
               shattered.

               Finally Gwen looks up to Angel.

                                   GWEN
                         We've got to get him somewhere. 
                         He's in bad shape.

               She's just as concerned as Sonia.  Wes looks over to Angel.

                                   WESLEY
                         What's our next move?

               Angel glances at Spike, and then down the road toward the
               blast zone.

                                   ANGEL
                         Nothing's changed.  They're still
                         out there, Wes.

                                   WESLEY
                         Yes, but we're already a man down
                         and Kate's --

                                   KATE
                         I'm fine.

               She tries to stand on her own, but winces in pain before
               Angel grabs her again for support.

                                   WESLEY
                         Regardless.  If we carry on right
                         now, however small the odds we may
                         have had on our side will surely be
                         depleted.

               Angel still isn't convinced.

                                   LILAH
                         I'm with Wes on this one.

               Angel only glares.

                                   LILAH (cont'd)
                         Not because I know for a fact that
                         he can pick up a dollar bill with
                         his ass cheeks, but I just really
                         don't want to die.

               Wes pulls her aside and continues to plead to Angel's better
               senses.

                                   WESLEY 
                         Angel, besides you, Spike is our
                         strongest fighter.  Carrying on
                         without him before we're at least
                         able to formulate anything remotely
                         resembling a plan is lunacy.

                                   VOICE (O.S.)
                         You know, I never was a big fan of
                         the British, but when they're
                         right...

               Everyone turns around to see WHISTLER standing behind them in
               the foreground of a scene of chaos.

                                   WHISTLER
                         ...they're right.

                                   ANGEL
                         You.

                                   WHISTLER
                         That's right, sweetheart.  I'm
                         back.

                                                             BLACK OUT:



                                   END OF ACT ONE
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Script created with Final Draft by Final Draft, Inc.