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         1     INT. UNDERGROUND TUNNELS - NIGHT                         1

               Deepest, darkest underground. We're pushing slowly forward
               through a man-sized, circular tunnel, passing jagged rock
               formations and roots, with nothing but darkness ahead of us.

               Suddenly, we hear a distant CLINK, the sound of metal
               scraping against stone.

               We continue pushing forward - and now, a dim LIGHT can be
               seen, flickering like a torch flame in the distance.

                                   BUFFY (V.O.)
                         I knew... Before we even set off,
                         back when we were still just making
                         the plans, even without that
                         prophecy, I just... I just knew.

               Still pushing in, but the tunnel is starting to narrow,
               tapering down into a crawlspace. We continue to progress
               through the gloom, the dancing orange light cast by the torch
               up ahead now illuminating what looks like a small, round
               cavern up ahead of us.



         2     INT. UNDERGROUND TUNNELS - CHAMBER - NIGHT               2

               The circular room is about twenty metres across, but the
               focus of our attention is a FIGURE, hunched over and with its
               back to us, one thick, muscular arm holding the torch giving
               us our light as we approach.

                                   BUFFY (V.O.)
                         I didn't want to say anything to
                         the others - it doesn't really do
                         much good to have the people you're
                         about to trust with your life know
                         that you think... Well, I guess
                         that doesn't matter now.

               The figure looks to be a tall, well built man, with long,
               straggly grey hair, but as we draw closer we start to make
               out more details - the man's skin is completely jet black,
               and the hand holding the torch is made up of five thick,
               taloned fingers.

               The man appears to be hacking away at something out of sight,
               hidden by his body, so our view starts to crane up, looking
               down on the scene from above.

               The man is trying to prise open a locked casket, a large,
               square metal box that's coated with dirt, slime and rust.

               A large hole dug out of the ground next to it shows where the
               casket came from, and the man is now using the shovel to
               batter the locks into submission.

                                   BUFFY (V.O.) (cont'd)
                         I can't believe I'm not going to
                         get a chance to say goodbye.

               With a sudden SNAP, the locks snap away and fall from the
               box. The man pauses, and allows himself a brief, gruff
               chuckle. He reaches out a cautious hand for the box,
               tentatively lifting the lid.

               After a beat, confident there are no traps, he THROWS the lid
               open - and reveals an old, leather bound book, securely
               wrapped and bound, the casket around it filled with dust.

                                   BUFFY (V.O.) (cont'd)
                         After all we've been through
                         together, I owed them that.

               The man reaches his free hand into the casket, and gingerly
               lifts up the book.

                                   BUFFY (V.O.) (cont'd)
                         But I guess most people don't have
                         the luxury of knowing they're about
                         to go into their last fight, do
                         they?

               CRASH! There is a sudden, loud noise from behind us, and as
               we rapidly pull back, the man starts to turn round.

               We can't make out his features in the gloom, but what we do
               see is a pair of glittering green eyes - GLOWING in the
               darkness as it engulfs the figure again.

               Still pulling back at increasing speed, the blackness of the
               tunnel takes over again, and as it fills the screen, we black
               out and cut to:



         3     EXT. OUTSIDE CLEVELAND PD - NIGHT.                       3

               SLAM! We're staring at the door of a jet black van as it
               slides shut, before the van's engine starts and it drives
               away, out of frame.

               The scene it reveals is one of utter mayhem - the most
               prominent feature is the police station in ruins as the
               backdrop, the once tall Cleveland Police Department smashed
               down into a heap of rubble.

               Red and blue emergency services lights dance across the
               scene, which is filled with police cars and vans, ambulances,
               fire engines, crowds of curious onlookers restrained by
               yellow tickertape and plastic barriers, and lots of cops.

               We start to pan left across the scene, and as we do two
               paramedics pass us, with a body inside a half-zipped body bag
               on a gurney between them.

               The body is that of the unfortunate SHANNA, Jackson Shaw's
               runaway little sister. The first paramedic pauses to finish
               zipping up the bag, before the two of them heft the gurney up
               into the back of a waiting ambulance.

               Panning further across the scene, we pick up DAN and ANDREW,
               the cop and the geek, sitting on one of the side steps of a
               parked fire engine. Both men show signs of battle - cuts,
               scratches and dust caking their clothes - and sip from foam
               coffee cups as another paramedic drapes blankets round their
               shoulders.

               Both men are staring blankly ahead of them, still processing
               all that went on to cause the devastation around them.

               We pan further along, past a large flatbed truck piled up
               with the corpses of a dozen different shades of ugly demon
               warriors, along with two marines wearing masks against the
               smell, tossing another body onto the rest of the pile.

               Finally, we come to an old car. The old car that belongs to
               GILES, in fact, with the man himself leaning against its
               bonnet. His one arm is around BUFFY, and his other around
               SOFIA, the two Slayers pressed close against Giles for some
               kind of fatherly comfort.

                                   GILES
                         Time we thought about heading home,
                         I think. We've all seen quite
                         enough excitement for one day.

               Giles releases the girls and turns his attention to Buffy,
               but he's distracted as a uniform COP strolls up to them.

                                   COP
                         Are you in charge of these two?

                                   GILES
                         I'm sorry? Oh, yes, yes, I'm their,
                         ah, uncle. I'll take them home.

                                   COP
                         We'd appreciate that, sir. With all
                         these gang members' bodies still to
                         clean up, we're going to need all
                         the space we can get round here.

                                   GILES
                             (puzzled)
                         Gang members?

               Giles looks over as another flatbed truck loaded with dead
               demon bodies rolls past, and he nods and looks back to the
               Cop with a forced smile.

                                   GILES (cont'd)
                         Bloody gangs, eh? Always causing
                         some kind of trouble.

               The Cop eyes Giles for a beat - then turns and walks away.
               Giles breathes a sigh of relief.

                                   SOFIA
                         'Gang members'?

                                   GILES
                         Believe me, we've heard flimsier
                         excuses. What was it Principal
                         Snyder used to say to cover up
                         vampire activity? PCP?
                             (shakes head)
                         Thoroughly unpleasant little man.

                                   SOFIA
                         What happened to him?

                                   GILES
                             (beat)
                         Come on, let's head home. Xander
                         and Hope are waiting to see you.

               Sofia nods - you'd expect her to look overjoyed at the news
               of Xander's safe return, but she's too worn out.

                                   SOFIA
                         And still no word from Willow?

               Giles shakes his head, then looks up as Dan and Andrew walk
               over. Dan looks a little uncomfortable.

                                   DAN
                         Uh, hi. You must be...

                                   GILES
                         Giles. Rupert Giles.

               He offers Dan his hand, and they shake.

                                   DAN
                         You part of this whole 'hell demons
                         and vampires' thing too? Your girl
                         Buffy here promised me some answers
                         earlier, but I couldn't help but
                         notice she's been kinda spaced out
                         since Jackson... well, you know.

                                   GILES
                         If you'd like to join us back at
                         Buffy's house, I'm sure we can fill
                         in any blanks you may still have.

                                   DAN
                         Blanks? I'm thinking more like a
                         mosaic of missing pieces here! I
                         mean, what happened here tonight,
                         with the monsters, and fire, and
                         explosions... I just don't even
                         know where to start processing any
                         of it, you know?

               Giles lays a fatherly arm round Dan's shoulders and motions
               towards his car.

                                   GILES
                         You're not the first person we've
                         had to give the summarised version
                         of Slayer history to, and I very
                         much doubt you'll be the last.

               Giles opens his car door for Dan to step in. Dan looks Giles'
               somewhat shaky car over and raises an eyebrow.

                                   DAN
                         Uh... no offence, but I've got my
                         own ride.

                                   GILES
                             (beat; sighs)
                         Please yourself.

               Dan nods once to Buffy, then turns and heads away as an
               ambulance siren starts up, and the vehicle rushes past the
               group by the car, on its way to the hospital as Giles opens
               the passenger door and turns to Buffy.

                                   GILES (cont'd)
                         Shall we go?

               Buffy stands still, staring ahead of her. Giles and Sofia
               exchange a worried look, before Giles gently nudges Buffy and
               guides her into the car.

               As Sofia and Andrew clamber into the two back seats, Giles
               starts the car's engine, and we cut to:



         4     INT. SUMMERS RESIDENCE - LIVING ROOM - NIGHT.            4

               The gang are all here - almost, anyway. XANDER is cradling
               the sleeping baby HOPE in his arms, sitting on the living
               room sofa next to Sofia, who gazes fondly down at the
               sleeping infant. 

               Curled up tightly on one of the armchairs is Buffy, her arms
               wrapped round her knees. Andrew sits on the floor by the
               sofa, still shivering slightly, as Giles walks in from the
               kitchen and hands Andrew a large glass of water.

                                   GILES
                         This should help with any smoke
                         left in your lungs.

                                   ANDREW
                         Uh, thanks.

               He GULPS a few mouthfuls down, then puts the glass on the
               floor and scans his eyes across the room.

                                   ANDREW (cont'd)
                         So, uh, how did Dan take
                         everything?

                                   XANDER
                         You mean Giles' condensed history
                         of the last nine years in Buffy
                         World?

                                   SOFIA
                         Pretty well, considering.

               We quickly cut outside to:



         5     EXT. SUMMERS RESIDENCE - BACK GARDEN - NIGHT.            5

               Dan is sitting on the back porch, staring out towards us.
               There's a cigarette in one hand and a beer in the other.

               After a beat, he takes a swing of beer, then a drag off the
               cigarette, before resuming his staring.

                                   DAN
                         Huh.

               We cut back inside to:



         6     INT. SUMMERS RESIDENCE - LIVING ROOM - NIGHT.            6

               Giles is watching the still silent Buffy with concern in his
               eyes, when Sofia speaks up.

                                   SOFIA
                         Giles, how's Marie?

                                   GILES
                         Oh, she's fine, I spoke to her not
                         long ago.
                         She should be back on her feet in a
                         few days. Still no sign of Max,
                         however.

                                   XANDER
                         That backstabbing bastard. I always
                         knew we couldn't trust him.

                                   SOFIA
                             (tongue in cheek)
                         Oh, that's right, I forgot how you
                         were the one who warned us all that
                         he was going to turn on us.

                                   XANDER
                         Well- I- I could have, if I'd had
                         the time to notice!
                             (gestures to Hope)
                         I did have other things on my mind.

               Giles heads over to Buffy, crouches down next to her and
               places a hand on her knee.

                                   GILES
                         Buffy? Are you still with us?

               Buffy's eyes flick to look at Giles, before she nods.

                                   GILES (cont'd)
                         Would you like anything? Some food,
                         some more water perhaps?

               Buffy shakes her head, child like, and Giles gets the message
               to leave her be for now. He strolls back across the room,
               lost in thought.

                                   SOFIA
                         What do we all make of that Dan
                         chap, anyway? He seems very...

                                   GILES
                         American?

                                   SOFIA
                         I was going to say 'resilient,'
                         but, since you mention it...

                                   XANDER
                         All comedy national stereotyping
                         aside, guys, we need a plan! We
                         need answers, and Willow.

                                   GILES
                         Agreed. Let's go over what we know.

               Giles finishes his tea and heads for a pile of reference
               books heaped up on the coffee table, as Sofia, Xander and
               Andrew spread out to take a book each.

                                   GILES (cont'd)
                         Buffy, did I hear you say Kane told
                         you that somebody's planning to
                         open every Hellmouth in the world,
                         all at once?

                                   BUFFY
                         He said 'he knows where they all
                         are, and you can't stop him.'
                             (to Giles)
                         I'd kinda like to prove him wrong.

                                   XANDER
                         Woah there, Bat-Buffy. I'm as much
                         down for some payback against that
                         slick-haired creep as you are,
                         but... every Hellmouth? How many is
                         that?

                                   GILES
                         At the last count?
                             (thinks)
                         A hundred and twelve. Recorded
                         ones, anyway.

               A beat as the room processes the news.

                                   SOFIA
                         Well, that's only...
                             (counts)
                         Eighteen each, if we get Dan to
                         help. We could manage that,
                         couldn't we?

               The round of weary looks in the room tells Sofia no, they
               couldn't manage that.

                                   BUFFY
                         Kane also gave me something, might
                         have been a name. Just before he
                         died, he said he was only following
                         orders, and when I asked him whose,
                         he said 'the original sin.'

                                   GILES
                         'Sin'? With an 'i' or a 'y'?

                                   BUFFY
                             (impatient)
                         I don't know, Giles, it's not like
                         I was at a spelling bee!

                                   GILES
                         It could help us work out what he
                         was on about, is all I meant.

                                   XANDER
                             (snaps fingers)
                         Hey, didn't we fight somebody
                         called 'Syn' when we first came to
                         Cleveland? That biker guy,
                         possessed people's bodies?

                                   BUFFY
                         Kennedy killed it. Broke its neck. 

                                   XANDER
                         Oh yeah. I'd say that rules him out
                         of our Most Wanted list.

                                   GILES
                         Unless...

               Giles gets a thought and reaches round for another book,
               starting to leaf through it.

                                   SOFIA
                             (curious)
                         Giles?

                                   BUFFY
                             (louder)
                         Giles?

                                   GILES
                             (looks up)
                         Sorry?

                                   XANDER
                         You performed a classic.
                             (bad Giles impression)
                         'Unless...'

                                   GILES
                         Oh, yes, sorry. Well, it's Kane's
                         use of the word 'original' that
                         just got me thinking.

                                   XANDER
                         What, you think he should have used
                         'primary' instead?

                                   GILES
                         No, just that perhaps the Syn we
                         faced may have been the latest in a
                         line of demons to bear that name,
                         or something similar.
                         It wouldn't be the first time a
                         demonic entity has referred to
                         itself as 'the original' something
                         or other.

               Giles begins to get lost in his book, and sensing that he's
               settling down for a night of research, Buffy stands.

                                   BUFFY
                         Find out what you can. Andrew, help
                         him. Xander, I think you ought to
                         get yourself and Hope to bed.

                                   XANDER
                         What about Willow?

                                   BUFFY
                         Don't worry, we'll get to that. Now
                         go rest.

               Xander nods, stands and heads for the stairs as Sofia gets up
               and stands before Buffy.

                                   SOFIA
                         What about me? I got the impression
                         you were in a 'giving out orders'
                         kind of mood.

                                   BUFFY
                             (checks watch)
                         Grab a weapon. We're going out.

               Buffy heads over to the weapons chest as Giles catches up
               with what she just said.

                                   GILES
                         Going back out? Buffy, I really
                         think you should-

                                   BUFFY
                             (interrupts)
                         I really think I should hit every
                         demon bar, nest, apartment, hideout
                         and hole in the ground that I can
                         find in this town, and beat the
                         crap out of everybody until one of
                         them tells me who 'Syn' is, and
                         where we can find him.

               Sofia smirks, impressed as always by Buffy's strength under
               pressure, as Giles stands, taking off his glasses.

                                   GILES
                         Really, Buffy, you've been through
                         a tremendous amount tonight
                         already. I'm concerned for your
                         well being.

                                   BUFFY
                             (looking at Giles)
                         Sofia, you feel up to it?

                                   SOFIA
                         I suppose so.

                                   BUFFY
                         Then we're good. Don't wait up.

               Buffy walks around Giles, tossing a sword to Sofia and
               pausing to scoop the Scythe up from its place, propped up
               next to the door.

               Giles knows he won't be able to talk her down and lets her
               go, watching the two Slayers leave.

               The door closes, and there's a beat of silence before Andrew
               finally speaks again.

                                   ANDREW
                         Um, can I be excused to go to the
                         bathroom, please?

               Giles sighs and nods his head. As Andrew stands and quickly
               shuffles towards the bathroom, we cut to:



         7     EXT. THE CIRCLE - FIELDS - DAY                           7

               Back up in the pocket dimension inhabited by the three
               members of the Circle, we pan down across the snow-capped
               trees of the thick forest surrounding the wooden village on
               stilts that the Circle call home.

               The volcanoes in the background RUMBLE ominously, but as we
               pan across the fields of waist-high grass surrounding the
               village, bathed in glorious sunshine, we pick out a figure in
               amongst the grass, who appears to be DIGGING.

               It's WILLOW, her red hair tied back in a loose ponytail,
               wiping away the sweat before continuing to dig.

               Lying next to her on the ground is a sealed cloth bag, human
               sized - the body of the unfortunate Amy Madison, the witch
               who fell at the hands of the Circle.

               Willow is digging a grave for Amy's body into the ground,
               wrapped up in her efforts and not noticing the shadow falling
               across her.

               Willow looks up, one hand shielding her eyes from the sun, to
               see TRINKETS, one of the Circle members, squinting down at
               her, his short, scruffy brown hair as rumpled as the rest of
               his plain brown overalls.

                                   TRINKETS
                         Are you really going to dig a whole
                         grave, just for her?

               Willow ignores her and keeps on digging, and from her
               expression we can see she's struggling to control her anger.

                                   TRINKETS (cont'd)
                         She was just an ordinary witch, you
                         know. She didn't have anything like
                         your level of power.

                                   WILLOW
                         She tried to save me. I owe it to
                         her to at least try and give her a
                         proper burial.

                                   TRINKETS
                         You humans have a funny way of
                         doing things when it comes to
                         death.

               Willow pauses, almost ready to unleash another barbed
               comment, but she manages to restrain herself.

                                   TRINKETS (cont'd)
                         Anyway, I just came out to tell you
                         what's going on down on Earth.

               Willow doesn't stop digging, so Trinkets continues.

                                   TRINKETS (cont'd)
                         Somebody's about to make things
                         very interesting for everyone down
                         there, really shake things up.

                                   WILLOW
                         Am I supposed to care?

                                   TRINKETS
                         Well, yeah, only because if you
                         don't help us make his job easier,
                         then you know what'll happen.

               As if to prove his point, Willow hears a Snake Demon HISS
               from just beyond the treeline, and she pauses to look up.

               The Demon can just be seen past the edge of the forest
               surrounding the village, slithering through the undergrowth.

                                   TRINKETS (cont'd)
                         So will you help us? I shouldn't
                         give you another chance, but what
                         could happen may be more than just
                         the three of us can handle. We need
                         someone with your power.

               Willow sighs, then tosses the shovel she was using to one
               side and looks up at Trinkets.

                                   WILLOW
                         I'll think about it. Right now, I
                         just want to bury my friend, and
                         then go back to the library. Can I
                         do that in peace?

               Trinkets stares at her for a beat, then with another shrug
               turns and wanders off, back to the village. Willow watches
               him go, then turns back to the forest.

               The snake demon is still there, and when it notices Willow
               staring at it, it pauses and stares right back. A half grin
               crosses Willow's lips, and she starts to walk over towards
               the trees.

               The snake demon waits, watching her as she approaches, its
               tongue flickering but making no hostile moves at all.

                                   WILLOW (cont'd)
                         Yeah, you're just like a big old
                         kitty cat, aren't you?

               Willow moves ever closer, not afraid of the huge demon in the
               slightest. The demon's eyes blink as it watches Willow - and
               then it slowly slithers forward a few more feet, close enough
               for Willow to stroke the top of its smooth, scaly head.

                                   WILLOW (cont'd)
                         That's right. You'd do anything for
                         little old Willow, wouldn't you?
                             (more serious)
                         Because I know what you used to be.
                         And if you help me, I promise to
                         find a way to set you free.

               The demon pauses, blinks its eyes and stares up at Willow.

                                   WILLOW (cont'd)
                             (smiles; nods)
                         That's right.

               We stay on the snake demon's almost hopeful expression for a
               beat, before we cut to:



         8     INT. HOSPITAL WARD - NIGHT.                              8

               We're walking along a row of beds, each one holding a
               sleeping patient, passing a nurse making her nightly rounds.

               The last bed in the row is occupied by MARIE, the brunette
               Watcher resting peacefully despite the rain kicking up
               outside.

               A faint BUZZING sound break the quiet of the ward, and Marie
               stirs. The buzzing continues, and after a beat, she comes to.

               Blinking, she looks round to the bedside table and opens the
               top drawer, taking out her cell phone. Marie checks to make
               sure the nurse is nowhere in sight, then takes the call.

                                   MARIE
                         Hello?

                                   VOICE
                             (filtered; through phone)
                         How are you feeling?

               The voice is male, gruff and deep. Marie smiles.

                                   MARIE
                         Going out of my bloody mind stuck
                         in here! I must remember to make my
                         self-inflicted wounds a bit less
                         dramatic next time. As soon as I'm
                         out of here, I'll go back and look
                         for Max. I want to make sure I took
                         care of him.

                                   VOICE
                         Disregard Max, you have a new
                         order. The Slayer is close to
                         discovering our plans. You must
                         eliminate her and her team before
                         they can find me. Leave no
                         survivors.

               A beat. Marie takes a moment to process the information.

                                   VOICE (cont'd)
                         Do you understand?

                                   MARIE
                         I understand.

                                   VOICE
                         Good. When the sun rises, leave the
                         hospital. We will speak again soon.

               Marie nods, clicks the phone off and quickly places it back
               in the bedside table as she hears the returning nurse's
               footsteps approaching. As she feigns sleep, we cut back to:



         9     INT. SUMMERS RESIDENCE - LIVING ROOM - NIGHT.            9

               Andrew is watching the television with interest as Giles
               walks in from the kitchen, midway through a phone call.

                                   GILES
                             (into phone)
                         Yes, that's right, also try
                         spelling it 's,' 'y,' 'n.' I think
                         it could be the name of a demon, or
                         some sort of entity, maybe even an
                         actual name. See what the databases
                         turn up and get back in touch as
                         soon as you can, would you? 

               Giles hangs up and takes a seat, taking off his glasses and
               rubbing his weary eyes.

                                   ANDREW
                         Any luck?

                                   GILES
                         Not so far. I'm running at
                         something of a disadvantage - with
                         Marie out of action, Max missing
                         and Willow still trapped in the
                         Circle, I'm without my usual
                         research aides.

                                   ANDREW
                         Can I help?

               Giles leans forward and selects a thick book from the pile on
               the coffee table before him.

                                   GILES
                         Start working your way through
                         that. We're looking for something
                         that could unlock and open a series
                         of Hellmouths at once. It may be a
                         spell or incantation, or even a
                         demon of some kind. Keep your eye
                         out for the word 'syn' too.

               Andrew nods and gets to work, and Giles takes a moment's
               break to turn up the television volume. 

                                   TV
                         And with further reports coming in
                         of severe meteorological
                         disturbances around the world,
                         we're able now to bring you
                         pictures of a dramatic typhoon just
                         off the coast of Japan.

               We focus on the TV screen as it shows some amateur video
               footage, taken from the coast of Japan and showing a massive
               collection of clouds, winds and rain lashing the ocean around
               it, the cameraman struggling to stay on his feet as he's
               buffeted by the strong winds.

                                   TV (cont'd)
                         Apparently, the typhoon was not
                         forecast, catching the coastal
                         services totally off guard. At the
                         moment, it's at a safe distance
                         from the Japanese coast, but
                         evacuations of the nearby cities
                         have already begun, prompted by
                         nervous officials who want to avoid
                         another potential tsunami disaster.

               There's a KNOCK at the door, and Giles heads over to open it.
               He's surprised to see Dan there, who looks restless.

                                   DAN
                         Okay. Here's the thing.

               Dan steps past Giles and into the house. Giles blinks, then
               closes the door as Dan starts to pace around the living room.

                                   DAN (cont'd)
                         So I get back home, and I try to go
                         to sleep, only I can't, because
                         every time I close my eyes all I
                         can see are the faces of those...
                         those things, swarming out of the
                         police station, and then that giant
                         B-movie reject trashing the whole
                         precinct, and Jackson covered in
                         flames, and...

               Dan trails off. Giles watches him for another beat.

                                   GILES
                         Would you like some tea?

                                   DAN
                         Tea?

                                   GILES
                         English tea. I find it very
                         soothing whenever I have a lot on
                         my mind.

                                   DAN
                             (beat; sighs)
                         Yeah, sure, whatever.

               Giles heads into the kitchen, and we cut to:
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