7x14
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                                       ACT TWO

               FADE IN:

        20     EXT. STREETS - NIGHT                                       20

               Things are on fire everywhere around Team Angel and they rage
               on in the background as Whistler stands idly in front of
               them. 

               Wesley is looking back and forth between the two.  At this
               point, this guy is seeming more enemy than friend.

                                   WESLEY
                         Angel, who is --

               Angel doesn't give Wes time to finish before he lashes into
               Whistler.

                                   ANGEL
                         It's about time!  We've been neck
                         deep in fear and death for months
                         and you just now decide to show
                         up?!

                                   WHISTLER
                         Huh...  I was expecting something
                         more along the lines of 'good to
                         see you again.'  Guess I never
                         learn.

                                   ANGEL
                         Every time I see you is when my
                         world is either crumbling or
                         crumbled.  Do you really think that
                         I look forward to that?

                                   WHISTLER
                         Eh, wishful thinking, I guess.  But
                         listen, we don't have time to stand
                         around and talk about this.  Not
                         hear, anyway.  So let's get going
                         to --

                                   ANGEL
                         There are innocent people dying out
                         there and you expect me to follow
                         you somewhere to talk?

                                   WHISTLER
                         Angel, people were slated to die
                         today, regardless of whether or not
                         you're there to save them.  And I
                         hate to break it down like this,
                         but even after you do join the
                         fight, people are still going to
                         die. 
                         The only question is whether or not
                         you want the help that I can offer
                         you or you'd rather do it all
                         yourself.

               Angel stares back at him in disdain.  And off of his
               conflicted expression, we FADE TO:

        21     INT. BETWEEN DIMENSIONS - SAME                             21

               All of a sudden, everyone finds themselves in a cavern. 
               White walls, jagged ceilings above them.  Everyone except
               Whistler is startled at the sudden change in geography.

               Gwen and Sonia are still knelt down over Spike's unconscious
               body in the corner and Kate is still leaned up against Angel. 

                                   KIRSTEN
                         Okay, someone wanna tell me how we
                         go from the middle of hell,
                         complete with fire and brimstone,
                         to a snow-filled cave?

                                   GWEN
                         Uh, I was thinking more along the
                         lines of 'thank you,' but that's
                         just me.

               Wes steps forward to stare at Whistler.

                                   WESLEY
                         You're Angel's guide.  His link to
                         the --

                                   WHISTLER
                         Oh, no.  You're barking up the
                         wrong tree in the wrong park, pal.

               He stops to reiterate that with a smile.

                                   WHISTLER (cont'd)
                         I'm no one's link to anything.  I'm
                         just a two bit lackey who asks how
                         high when he's told to jump.  Which
                         sounds really bad, I know, but I've
                         come to terms with it.  Besides,
                         you guys already have a link.

                                   LILAH
                         They what?

                                   KATE
                             (apathetically)
                         Me.

               Lilah shakes her head in disdain.

                                   LILAH
                         Unbelievable.

               Whistler disregards Lilah's comment and goes back to Kate.

                                   WHISTLER
                         Uh, I hope that "knowledge" isn't
                         all that's been keeping you holding
                         on, princess.

                                   KATE
                         What's that supposed to mean?

                                   WHISTLER
                         Man, I'm just the messenger of bad
                         news tonight, aren't I?  This thing
                         --

                                   SONIA (O.S.)
                         It wasn't you. 

               Sonia stands up from Spike's side and walks over to Kate.

                                   KATE
                         What are you talking about?

                                   SONIA
                         It's what I was trying to tell you
                         yesterday.  It wasn't you.  It was
                         never you.

                                   KATE
                         But I saw things...  before they
                         happened.  I saved everyone at
                         Wolfram and Hart and I --

                                   SONIA
                         It was me.

                                   KATE
                         How --

                                   SONIA
                         I had the dreams -- or visions
                         would be correct term, I guess --
                         and I couldn't do anything about it
                         because I was kind of out of it at
                         the time.

                                   WESLEY
                         Sonia, what are you saying?

                                   SONIA
                         I think it's got something to do
                         with what kind of demon I am. 
                         I saw the future, and I found the
                         only way to do something about it
                         that I could. 
                             (looks to Kate)
                         I sent them to someone who could
                         help.

                                   WESLEY
                         If what you're saying is true, then
                         why didn't you just send them to
                         us.

                                   SONIA
                         Don't you think I tried?  This --
                         gift? -- that I have, it doesn't
                         work that way.  The only time I get
                         things is through my subconscious. 
                         They come like normal dreams, but
                         they're more than that.  I knew
                         that right away.  And the only way
                         that I could get them to someone
                         else, was if they were unconscious
                         too.  Don't ask me why, but
                         apparently it's some big deal to do
                         with my "powers."

               She shrugs her frustration and turns back to Kate.

                                   SONIA (cont'd)
                         I'm sorry that I have to take this
                         away from you, but you're not the
                         link to the powers that be.  I am.

                                   WHISTLER (O.S.)
                         Wrong again.

                                   ANGEL
                         What?!  You're telling me that both
                         of them have had visions, but
                         neither one is our link?

               He looks back to the others.

                                   ANGEL (cont'd)
                         Anyone else been seeing the future?

                                   GWEN
                         Don't look at me.  I dream of
                         puppies and sunshine.

                                   WHISTLER
                         Sonia's right.  Her gift is related
                         to her demonic half.  Not the
                         powers.  She sometimes has the gift
                         of foresight. 
                         And though she doesn't know it yet,
                         her telepathic powers through the
                         subconscious mind are freakin'
                         amazing.

                                   LILAH
                         That's great and just...  Utterly
                         fascinating, but you said that they
                         have a link to the powers that be. 
                         And as much as it bothers me to say
                         this, I need that right now.

                                   WHISTLER
                         Seriously, Angel...
                             (motioning to Lilah)
                         ... I've seen you make better
                         decisions.

                                   ANGEL
                         She may be opportunistic and more
                         than a little bit evil, but right
                         now she's got a point.  You said
                         that we've got a link. 

                                   WHISTLER 
                         And you do.  But unfortunately
                         she's only allotted so much time to
                         interact with the living so she's
                         got to bide her time.

               Angel stops for a moment and goes into thinking mode before:

                                   ANGEL
                         Cordy.

                                   WHISTLER
                         The one and only.

               We stay with Angel's blank expression for a moment and --

                                                               FADE TO:

        22     EXT. STREETS - SAME                                        22

               A DISTANT VIEW.

               The horsemen are now in full swing.  We can barely make out
               people scurrying through the streets, and the chaos that's
               following behind as they're stricken down. 

               There are still flames everywhere and there are flashes of
               light in between the distant screams that find their way to
               us. 

               PULL BACK TO FIND Lindsey and Gunn on a distant hill, just
               about the same spot that the horsemen were on while they were
               looking out upon the city.

                                   LINDSEY
                         Man, those guys don't screw around,
                         do they?  
                             (beat; looks at watch)
                         They got here sooner than expected.

                                   GUNN
                         Doesn't change anything.

               Lindsey looks over with a scowl.

                                   LINDSEY
                         Well, actually, Charles, it does. 
                         Since the Junior Partners got here
                         early, that means that the Senior
                         Partners are going to get here
                         early.

                                   GUNN
                         So, what?  You wanting to back out
                         since Daddy's coming home early to
                         ruin your party?

                                   LINDSEY
                         What I'm wanting is for you to stop
                         bitching for five seconds long
                         enough to go get the package. 
                         Because without weapons, we're
                         nothing but food to the Senior
                         Partners.

               The two exchange dubious glances.  This relationship has been
               pushed to the max the last few weeks, and it's starting to
               show.

                                   GUNN
                         Where are they?

                                   LINDSEY
                         The same place that they were last
                         time you asked.

               Gunn looks out over the battle scene one more time, and
               shakes his head, reluctantly conceding on the issue.

                                   GUNN
                         Fine.  But don't do anything stupid
                         while I'm gone.

                                   LINDSEY
                         Look who you're talking to.

               Gunn stands up and looks down at Lindsey with an expression
               of disdain.

                                   GUNN
                         Yeah, I'm looking.  That's the
                         problem.

               Gunn walks down the hill, leaving Lindsey by himself to stare
               out over the awesome happenings.  He turns back in Gunn's
               direction one last time.

                                   LINDSEY
                         God, I'm going to enjoy killing
                         him.

               He picks the sword up from his side and heads the other
               direction, down the back of the mountain.

        23     INT. BETWEEN DIMENSIONS - SAME                             23

               Team Angel, meanwhile, is still trying to figure things out
               with Whistler.

                                   ANGEL
                         Wait, are you saying that Cordy's
                         actually one of the powers that be?

                                   WHISTLER
                         Not quite that high up.  Think of
                         her more as middle management.  She
                         watches.  She can even set things
                         in motion if she wants to.  She's
                         just got to go through the proper
                         channels.  But the satellite dish
                         isn't always in the right position
                         to get those channels, if you know
                         what I mean.

                                   ANGEL
                         No, I don't know what you mean.  I
                         never know what you mean!

               Whistler takes a deep breath.  This isn't going to be an easy
               sell and he knows it.

                                   WHISTLER
                         Look, big guy, this isn't going to
                         be an easy thing to wrap your head
                         around so why don't you just take
                         my word for it and let's talk
                         business.

                                   ANGEL
                             (sternly)
                         I want to know about Cordelia.

               Whistler sighs and throws up his hands.

                                   WHISTLER
                         Fine.  First thing you've got to
                         realize, though, is that these
                         ethereal plane types don't live
                         like we do.

                                   KIRSTEN
                         You mean they're floating around on
                         clouds and stuff?

                                   WHISTLER
                         Well, technically...  maybe.  I
                         don't know.  It's not like I'm
                         allowed to visit.  I was talking
                         more along the lines of time-wise.

                                   WESLEY
                         They don't exist in linear
                         progression like we do.

                                   WHISTLER
                         Exactly.

                                   ANGEL
                         Could you speed this up?

               Whistler only offers a slight nod.

                                   WHISTLER
                         Once you're in the position that
                         Ms. Chase is in, you can move back
                         and forth through the fabric of
                         time like we move back and forth
                         from Starbucks to Starbucks. 

                                   ANGEL
                         That's amazing, but what is your
                         damn point?!?

                                   WHISTLER
                         Angel...  did you really think that
                         you were lucky or just good enough
                         to survive everything that you've
                         been through without a little bit
                         of help from on high?

               Angel is taken aback.  He waits a few more moments, pondering
               things. 

                                   ANGEL
                         She's always been there.

                                   WHISTLER
                         And while you may not know it,
                         things didn't always turn out the
                         way that they did. 
                         Trust me, things have been changed
                         here and there.
                             (beat)
                         Who do you think hired me?

                                   ANGEL
                         You --  You've never worked for the
                         powers.

                                   WHISTLER
                         Nope.  But I put on one helluva
                         show, don't I?

               He smiles for a moment, but no one else is in the mood. 

                                   WHISTLER (cont'd)
                         Yeah, well...  Cordy picked me out
                         of 'em all and convinced me that
                         working for her wasn't only in your
                         best interest, but my own, not to
                         mention the world's.  So I went and
                         found myself one very conflicted
                         vampire and put him on the fast
                         track to sacrifice and redemption.

                                   ANGEL
                         How did she know if --

                                   WHISTLER
                         Don't try to figure it out.  It's
                         beyond the comprehension of we mere
                         mortals and demons.  She did what
                         she did along the way and we're all
                         here to do what we're supposed to
                         do because of and in spite of that. 
                         That's all.

                                   ANGEL
                         Then what are you doing here now?

                                   WHISTLER
                         My last mission, hopefully.  Then
                         it's off to the Bahamas for me.

               He snaps his fingers and a SHAPE starts to MATERIALIZE BEHIND
               HIM.  Team Angel watches on in fascination as a horrific
               looking BEAST transforms before their eyes.  

               Though he's wearing a tunic and a hood, suggesting human, his
               arms are covered with FUR and sharp talons protrude from his
               fingertips.  A hint of crimson fire burns from beneath the
               hood that covers his face.

                                   SPIKE (O.S.)
                         What in the name of all that is
                         holy is that?

               Everyone turns back to see Spike leaning up from the ground,
               staring on at the thing before them.

                                   WHISTLER
                         That, my friends, is our last hope.
                             (beat)
                         Not that we're not counting on some
                         cover fire from you guys, but
                         this...  This guy's sole reason for
                         existing is destroying your
                         enemies.

                                   WESLEY
                         Are you saying that --

                                   SPIKE
                         Hello?!  Big scary right in front
                         of us all?  A man goes unconscious,
                         you tell him what he's missed!

                                   WHISTLER
                         All you guys need to know is that
                         he's on your side and he's trained
                         to whip some medieval ass.  No
                         instruction manual.  Just wind him
                         up and let him rip. 
                             (beat)
                         So, you guys ready to get back in
                         the game?

               Gwen sheepishly raises her hand in the back with a nervous
               smile on her face.

                                   GWEN
                         Would it make a difference if we
                         said no?

                                   WHISTLER
                         Not in the least.

               Spike shakily makes his way to his feet to stare at the
               Warrior, and glance back to the others.

                                   SPIKE
                         You all are really giving me
                         nothing, here, are you?

                                   SONIA
                         We'll fill you in later.

               Angel looks back to Whistler one last time.

                                   ANGEL
                         Tell her that it's appreciated.

                                   WHISTLER
                         Won't have to.  She knows. 

               And right before their eyes, Whistler vanishes and we're back
               at --

        24     EXT. STREETS - NIGHT                                       24

               The now familiar scene of smoke and fire.  Chaos.  The
               streets are almost crowded now with people running for their
               lives.

               Angel still has Kate propped up and Sonia and Gwen are
               supporting as best they can.

               The Warrior that they were given is looking all around him. 
               Ready to go into action.

                                   SPIKE
                         So, who else is  for turning this
                         beasty loose and going home for a
                         nap?

               Angel walks out to the edge of the group, trying to find some
               sign of the enemy, but there's nothing.  Only scared humans. 
               Finally, he turns back around and:

                                   ANGEL
                         Alright, here's the deal.  Spike,
                         you're going to stay here with
                         Kate?

                                   KATE
                         What?!?

                                   SPIKE
                         Have you lost your mind?  Hiding
                         with the women and children?  Not
                         bloody well likely!

               Angel looks over knowingly to Kate.

                                   ANGEL
                         You can't walk, much less fight  in
                         this condition.

                                   KATE
                         But --

                                   ANGEL
                         I'm not going to get you killed
                         because I was too hell bent on
                         winning instead of watching out for
                         my team.

                                   SPIKE
                         What about me?  I can walk!

               Spike takes a step away from the girls and falls to the
               ground.

                                   SPIKE (cont'd)
                         ... in a roundabout manner.

               Angel walks over and helps him up, handing him his sword.

                                   ANGEL
                         When the time comes, I know you'll
                         be able to pull together all your
                         strength to do what's necessary. 
                         That may not be enough in this
                         fight, but it's enough to protect
                         Kate.  Get her out of here, Spike.

               Spike only nods.  Angel returns the gesture and walks away.

                                   ANGEL (cont'd)
                         Let's go.

               Angel, Wes, the Warrior, and their team of women walk away,
               leaving Kate and Spike glancing back to one another.

                                   SPIKE
                         So, if neither one of us can
                         rightly walk, how the bloody hell
                         do they expect us to make a get
                         away?

               BACK WITH Angel almost a block away already.

                                   LILAH
                         Would it be too late for me to stay
                         with those two?

                                   ANGEL
                         You're in this.  From here on out,
                         no one is backing down.  No one
                         whimpers.  No one runs away.  We're
                         in this to the death.

               As Angel rounds the corner,  his speech suddenly comes to a
               halt.  And as the others meet him there, it becomes obvious
               why.

                                   SONIA
                         Which may be about three seconds
                         from now.

               There in front of them, the Junior Partners are assembled in
               the middle of the street. 
               But what's worse than that, is the dimensional vortex behind
               them that's opened up, and the ARMY OF DEMONS that's marching
               through that's making the army from NOT FADE AWAY look like
               the petting zoo.

               The horsemen are at the front of all this like generals
               leading their army.  And as the line behind them finally
               starts to catch up, they whip their horses into action.  And
               as they begin to gallop, the hordes behind them come into
               life and they charge toward us until we --

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

               FADE IN:

        25     EXT. STREETS - NIGHT                                       25

               Spike and Kate are just starting to make their way down the
               street when they hear the bustle of noise behind them.  The
               sound of rapidly advancing footsteps.

               They both whip their heads around to see the others racing
               toward them.  Spike looks nervously over to Kate.

                                   SPIKE
                         I hate to play the role of the
                         pessimist so early, luv, but I
                         don't see any way that this can be
                         good for our side.

                                   ANGEL (O.S.)
                         Spike, get her out of here!

                                   SPIKE
                         God, I hate being right.

               Spike hobbles toward the sole Suburban that's still upright
               as Kate stares at the others and what's got to be coming
               around the corner soon enough.

               Angel finally stops running and turns around to face the
               empty street behind him.  The Warrior stops beside him,
               obviously ready for action.  The others are slow to catch on,
               but one by one, they turn back to him.

                                   WESLEY
                         Angel --?

               Angel looks back to them.  Determined.

                                   ANGEL
                         This is the best shot we've got at
                         that surprise we were looking for
                         earlier.

                                   LILAH
                         Hiding around a corner?!?  That's
                         your big surprise?

                                   ANGEL
                         You fight with what you've got.

               The others exchange doubtful looks, but this is what they're
               here for.  They each concede, Lilah taking her time much more
               slowly than the others.

               Wes takes the axe from the sling around his arm and holds it
               up opposite the shotgun in his other hand. 
               Kirsten and Sonia each have a sword that they've got likewise
               holstered, but they've also now got a pistol in each hand. 

               Gwen is preparing to fight freestyle, no weapons and no
               sleeves.  Angel glances back toward Spike one last time as he
               clings to his sword.

                                   ANGEL (cont'd)
                         What's the problem?!

               Spike is in the driver seat of the Suburban, cranking the key
               for all it's worth, but to no ado.

                                   SPIKE
                         It's not starting!

                                   ANGEL
                         Make it start!

               Spike pops the hood as Angel turns back to the street before
               them.  It's empty now.  All the people have made for higher
               ground, but the approaching army is getting louder by the
               second.

                                   ANGEL (cont'd)
                         Don't waste any time.  As soon as
                         they round the corner, give 'em
                         everything we've got.

               The others nod their understanding.  He looks over to the
               Warrior.

                                   ANGEL (cont'd)
                         I hope you're everything that Cordy
                         thinks you are.

               He gets no answer. 

               Kirsten looks over to Sonia.

                                   KIRSTEN
                         For what it's worth --

                                   SONIA
                         Don't.  Tell me how much you
                         respect me after we kick the holy
                         hell out of these bastards.  

               Kirsten nods.  The ululations are getting louder.  The
               clatter is just around the corner now and --

               THEY'RE HERE!  The first of the Horsemen rounds the corner
               and immediately, a round of gunfire rings out.  The girls are
               both shooting without mercy as Wes makes his way to the heat
               of the action, pumping off rounds from his shotgun.

               By this time, the other three have rounded the corner.  None
               of them look too awfully affected by the gunshots.  But
               before they can show off any of their powers --

               THE WARRIOR GOES INTO ATTACK MODE.  He literally leaps the
               distance between himself and the Horsemen and SPEARS one of
               them to the ground.

               As soon as they hit the ground, the Warrior goes berserker
               style and starts shredding at the hybrid.  The Horsemen
               doesn't have time to use any kind of power with the
               viciousness of the attack.  It's hard enough to defend
               himself.

               As Team Angel has to take its first time out to reload, the
               other Horsemen are quick to notice their fallen partner and
               each turn their attention to him.  Angel sees their
               intentions and immediately rushes them, planning an OVERHEAD
               ATTACK, but just before he can connect with one of them, the
               first wave of demons make it around the corner and Angel has
               to DROP TO THE GROUND to avoid having his head taken off. 

               As the Demon misses his mark with Angel, Wes has him taken
               off the ground with a SHOTGUN BLAST, but as he squeezes the
               trigger for the next, he's OUT OF BULLETS.  Without
               hesitation, he throws the gun to the ground and charges in
               with his axe.

               Kirsten and Sonia now have fresh clips in each of their guns
               and are dropping demons as they round the corner, like a
               shooting gallery.

               As they step forward, we see Lilah to their rear, likewise,
               gun in hand, but as she clicks away her last bullet, she
               isn't about to go into the fight.  She THROWS HER GUN into
               the battle and retreats.

               BACK WITH Spike at the Suburban, scrambling furiously to get
               any kind of reaction from the motor with Kate behind the
               wheel.  Lilah hurries into frame.

                                   LILAH
                         Should we really be taking our time
                         at a time like this?!

                                   SPIKE
                         If you're a mechanic in your down
                         time away from being a massive
                         bitch, then by all means!

               She stands impatiently as she looks back at the battle.

                                   LILAH
                         I've got an idea.

               Spike ignores her as he keeps working at it.

                                   LILAH (cont'd)
                         I said I've got an idea!

               Spike stops long enough to get in her face.

                                   SPIKE
                         In case you haven't noticed, I'm
                         busy!!

               He turns back to the motor, but Lilah isn't waiting around. 
               She PUSHES HIM and with his busted knee, he nearly falls to
               the ground.

                                   LILAH
                         This is how my dad used to fix
                         things.

               She grabs Spike's sword that's leaned up against the Suburban
               and SWINGS IT at the motor.  And as Kate is still turning the
               key, the car ROARS INTO LIFE.

               She throws a self gratifying look at Spike and then helps up
               from the ground.

                                   SPIKE
                         Well...  alright then.  Let's get
                         the  hell out of here, shall we?

               They each hurry around the car and we're --

               BACK WITH Angel.  He's trying desperately to fight his way
               through the demons, but the wall is too thick.  He only
               catches a glimpse in between attacks as the other Horsemen
               fall on the warrior.  Without hesitation, the rider of the
               white horse issues a BURST OF INCANDESCENT ENERGY.

               And while the light emanates from his hands, the Warrior is
               thrown off of his victim.  Before he can even hit the ground,
               HE'S NEARLY DUST.  Fragments of his bones fall to the ground
               in his place.

               The Horsemen look on at their fallen comrade, but HE'S DEAD.
               Literally ripped to pieces.  It seems of little concern to
               them as they merely turn away to the fight ahead of them. 
               Looking straight at Angel as he battles the approaching
               hordes.

               The same Horsemen is getting ready to attack, as is evinced
               by the glowing in his palms.  The other two Horsemen are
               already charging toward Wesley and the girls, and as the
               glowing gets brighter, Angel is completely submerged in his
               own fight to notice.

               Just as the glowing gets to full strength --

               The SUBURBAN SQUEALS INTO VIEW.  Taking out demons like a
               bowling ball as it plows into the path, right in between
               Angel and the Attacking Horsemen.  As the Suburban skids to a
               halt, Kate FIRES ONE SHOT from her pistol.  And one shot was
               all she needed.  It hits its mark, right between the
               horsemen's eyes.

               While it's hardly going to kill this demon hybrid, it serves
               its purpose and diverts the attack.  But as the beam goes in
               its new direction, we find --

               GWEN fighting her way through the crowd, shocking the hell
               out of and incapacitating one demon after another.  As she
               goes after her next victim, however, the blinding ray of
               energy HITS HER DEAD ON.

               Spike is watching as it all goes down.

                                   SPIKE (cont'd)
                         Gwen!!

               He jumps out of the Suburban, seemingly energized and now
               impervious to his injury, and heads toward Gwen.

                                   KATE
                         Angel!

               Angel is ducks between blows and lands a CRUSHING UPPERCUT to
               a large, scaly demon and glances back at Kate for as long as
               he can. 

                                   KATE (cont'd)
                         Get in!

               Angel looks back to the scene before him and it's utterly
               hopeless.  Demons are swarming.  He hesitates for a moment as
               he fights off a few more oncoming attacks, but lets out a
               scream of frustration as he hurries toward the Suburban.

               BACK WITH Spike who has found his way to Gwen.  He's kneeling
               down over her, but amazingly, she isn't ash or dust.  She's
               just stunned, and completely out of it.

               Spike doesn't waste time as he picks her up and staggers back
               toward the vehicle.

               MEANWHILE, Angel rushes to get everyone else in the Suburban.  

                                   ANGEL
                         Guys!!

               He looks out over the scene to locate everyone else.  And
               that's when he spots one of the Horsemen, converging on Sonia
               and Kirsten, who are fighting back to back, without time to
               notice their would be attackers coming quickly upon them.

               He's almost upon them and Angel has to make a split second
               decision.  With all of his might, he HURLS HIS SWORD across
               the scene and IMPALES THE HORSEMEN.

               Sonia finally turns as the Horsemen falls from the horse, but
               he's hardly down for the count.  He's already starting to get
               up when she glances in Angel's direction. 

                                   ANGEL (cont'd)
                         Time to go!

               She taps Kirsten on the shoulder and they start fighting
               their way toward the car.  Wes is already making his way over
               as Angel jumps in the back.

               Spike almost literally has to throw Gwen into the backseat
               across the girls as they're getting in.

               He hops in the front seat and wastes no time as he throws it
               in gear and slams on the gas.

               As they hurry out of the area, barely ahead of the advancing
               mob, we stay behind for a beat with a LARGE PUDDLE where the
               car just was.
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