buffy8x13
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        18     INT. WILLOW'S APARTMENT - BEDROOM. MORNING.             18

               With a scream, Willow wakes up, and there is a few frantic
               seconds of struggle before she realizes where she is.
               Kennedy, her hands trying to restrain Willow, looks on the
               edge of her nerves, and Willow gives the same look back.

                                   KENNEDY
                         Red, what is going on?

                                   WILLOW
                         I-I don't know, did you have the
                         dreams too?

                                   KENNEDY
                         I think so.. things just went from
                         nought to a hundred on the
                         bizarrometer all of a sudden. I
                         just woke up and then you did too. 

               Willow leans her head against Kennedy's chest, and Kennedy
               wraps an arm around her.

                                   WILLOW
                         I think it would be a very, very
                         good idea for us not to fall asleep
                         again right now.

                                   KENNEDY
                         I hear ya.

               We stay with the two of them for a moment.

        19     INT. SUMMERS RESIDENCE - KITCHEN. AFTERNOON.            19

               Anya, up and dressed as we're now several hours into the day,
               is sat at the kitchen table, listlessly playing with the
               plate of food in front of her with a knife and fork. 

               Xander walks into the kitchen behind her, still looking like
               the happiest guy in the world, and grabs a can of soda from
               the fridge. Anya turns and watches him, managing a smile.
               Xander smiles back, not noticing her air of sadness.

                                   XANDER
                         How's dinner?

                                   ANYA
                         Hmm? Oh, it's great. For my first
                         meal in a few months, anyway.

                                   XANDER
                         I know it's not exactly the
                         candlelit romantic feast I should
                         have given you for your first
                         official meal as a human again, but
                         I'm working up to that. See, I
                         thought a lunch of the Harris
                         family's trademark spaghetti
                         bolognaise would be just the
                         ticket.

                                   ANYA
                             (rolls up a bundle of
                              spaghetti)
                         It's perfect, Xander. Thank you.

                                   XANDER
                             (notices something's up)
                         Are you okay, Hun?
                         You seem a little.. distracted. Did
                         I put too much chili powder in it
                         again? Because, ah, that seemed to
                         do the trick for you last time we
                         had this..

                                   ANYA
                         The powder is just right, Xander.
                         The meal is fine, the wine is fine,
                         you're fine, Buffy's fine,
                         everything is fine.

               She pouts, and Xander knows to wait to let her carry on
               before asking what's wrong.

                                   XANDER
                         So what's wrong.

                                   ANYA
                         Wrong? Nothing's wrong. Everything
                         is definitely fine. Yes. I mean..
                         Oh, I don't know what I mean. Maybe
                         we should have sex again.

                                   XANDER
                         Uh, I'm sure that's not the
                         problem.. is it?

                                   ANYA
                             (beat)
                         Do you think I should try it?

                                   XANDER
                         Try what?

                                   ANYA
                         You know what I mean, call Willow,
                         get some wine out, see if, you
                         know.. I've always wondered what
                         it'd be like.

               Anya leaves it hanging. Xander's brain connects the dots and
               a shocked look hits him.

                                   XANDER
                         No.. no! Bad, bad! No! Bad!
                         Definitely bad!

               He shakes his head as though trying to clear away some
               disturbing imagery.

                                   ANYA
                         You never know till you try it, as
                         they say.

                                   DAWN (O.S.)
                         Try what?

               Xander struggles for words, gulping like a goldfish as Dawn
               walks into the kitchen and starts rooting through the fridge.

                                   XANDER
                         Absolutely nothing at all.
                         Certainly not anything you should
                         ever be thinking about. At all.
                         Ever. 

               Dawn throws a confused look at Xander, then looks at Anya for
               an explanation. Anya opens her mouth to respond but Xander
               cuts her off.

                                   XANDER (cont'd)
                         Anyway! So, uh, we should probably
                         get moving, An, we've got a bit of
                         shopping and things to do.

                                   ANYA
                         Yes, alright.

               She gets up and follows Xander out of the room. Dawn watches
               them leave, still trying to work out what the heck they were
               on about.

                                   ANYA (cont'd)
                         I was just going to tell her about-

                                   XANDER
                         I know, honey, I know.

                                   ANYA
                         I'm sure she's old enough to-

                                   XANDER
                             (interrupts again)
                         I'm sure she is too. But not now.

        20     INT. SUMMERS RESIDENCE - BATHROOM. AFTERNOON.           20

               Buffy is in the bathroom, washing her face. She's halfway
               towards being dressed, a blouse and work pants on but no
               makeup and her hair tied loosely back. 

               Dawn walks past the open bathroom door in the background and
               pops her head inside.

                                   DAWN
                         Don't you have work today?

                                   BUFFY
                         Morning off.

                                   DAWN
                         Oh.
                             (beat)
                         So, is Jackson still here?

                                   BUFFY
                         Yes. He's still asleep.

                                   DAWN
                         Oh, huh. Busy night, then.

                                   BUFFY
                         Dawn!

                                   DAWN
                         What?

                                   BUFFY
                         Yes, to answer your questions.
                         Jackson stayed over and yes, we did
                         have a nice night in.

                                   DAWN
                         Good. Because, you know, I'm
                         completely fine with you still
                         sleeping with a guy who almost
                         broke my arm last week for no
                         reason at all.

               Buffy sighs and turns to face Dawn, leaning against the sink.
               Dawn has her arms crossed, ready for a fight.

                                   BUFFY
                         Dawn, I-

                                   DAWN
                         No, save it. I'm sure you must love
                         him very much, and how sorry you
                         felt for him losing his memory and
                         how much of a help he's being and
                         blah blah blah! But whatever the
                         hell happened to showing a little
                         sisterly loyalty?

                                   BUFFY 
                             (beat)
                         It's complicated, it's-

                                   DAWN
                         You always say that! You always
                         just shrug your shoulders and say
                         'Oh Dawnie, it's complicated,' like
                         that's the only answer you ever
                         need for all the stuff you don't
                         want to explain!

                                   BUFFY
                         Now wait just a minute, I-

                                   DAWN 
                         No, no, forget it, Buffy. Forget
                         it. You go back to your bed with
                         your man and do whatever makes you
                         feel happy. Just take care of
                         yourself. I guess you earned it.

               Dawn turns and heads off towards her room. Buffy looks back
               into the mirror, toweling her face dry, and then stares at
               her reflection for a long beat. She puts the towel back and
               walks out of the bathroom.

        21     INT. SUMMERS RESIDENCE - BUFFY'S ROOM. AFTERNOON.       21

               She steps back into the room, Jackson is still out cold on
               the bed. She can hear a muted buzzing noise and scans for the
               source of it.

               Buffy's cell phone is vibrating away on top of the table.
               Buffy's hand reaches into frame to retrieve it.

               Buffy flips open the phone to display a text message she's
               just received. It reads 'Hey Buffy, it's Ellen. Emmily says
               you should come over, she needs to tell you something.'

               She puts the phone back on the bedside table. Jackson stirs,
               and Buffy sits down on the edge of the bed, reaching a hand
               over to stroke his hair as he wakes up. His eyes open and he
               smiles lazily up at her.

                                   JACKSON
                         Morning..

                                   BUFFY
                         Afternoon, actually.

                                   JACKSON
                         Aw jeez, really? I'm late for
                         work..

                                   BUFFY
                         I called the office already. Told
                         them you were off sick but should
                         be better tomorrow.

                                   JACKSON
                         You're the best girlfriend ever,
                         you know that?

                                   BUFFY
                         I like to think so. 

               She stands and steps into a pair of shoes. Jackson sits up as
               she grabs a jacket from the closet.

                                   JACKSON
                         Where you off to?

                                   BUFFY
                         Message from Emmily, she wants me
                         to go see her. Probably work stuff.

                                   JACKSON
                         Which, as we know, means one of two
                         totally different things with you.

                                   BUFFY
                         Yet still, somehow, just as
                         unappealing on a sunny weekday
                         afternoon when I could be out
                         shopping somewhere.. 

               She leans over and gives him a quick kiss then heads out
               through the door.

                                   JACKSON
                         Was that Dawn I heard half a minute
                         ago?

               Buffy turns back to him, not sure what to say.

                                   BUFFY
                         Yeah, she was just-

                                   JACKSON
                         She's still pretty pissed at me for
                         what I did, isn't she.

                                   BUFFY
                             (beat)
                         Yeah.

                                   JACKSON
                             (sighs)
                         Maybe I should try to talk to her.

                                   BUFFY
                         Maybe. We'll sort it out later. 

               She goes, leaving Jackson to stare up at the ceiling a
               troubled look on his face.

        22     INT. WILLOW'S APARTMENT - BEDROOM. DAY.                 22

               Kennedy and Willow are dressed now, huddled together on the
               bed, trying to stay awake.

                                   KENNEDY
                             (yawns)
                         Will, I can't keep.. my eyes open..

                                   WILLOW
                         Me either.. this is probably bad..

                                   KENNEDY
                         Yeah..

                                   WILLOW
                         Must be.. some kind of.. magic..
                         or..

               And as we watch, both girls have soon nodded off and are fast
               asleep again.

                                                             BLACK OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

        23     INT. SUMMERS RESIDENCE (SUNNYDALE). DAY.                23

               Willow is standing outside Buffy's bedroom in their old house
               in Sunnydale. She looks from side to side - the walls and
               surfaces around her are distorted and bathed in odd colors,
               as though she's watching them through a stained glass window.
               She reaches out a hand towards the closed door before her.

               She gingerly pushes at the door handle, and the door swings
               open with a single creak.

               Willow looks into the room and sees Kennedy sat on a chair
               next to the bed. Kennedy is staring straight ahead and not
               moving a muscle. The scene is the same as when Buffy slipped
               into shock after Glory had kidnapped Dawn, and Willow went
               into Buffy's mind to try and reach her again.

                                   WILLOW
                         Baby? Is that you?

                                   VOICE (O.S.)
                         She can't hear you.. she's
                         trapped.. I've trapped her inside
                         her own mind..

                                   WILLOW
                         Who are you? What do you want?

                                   VOICE (O.S.)
                         Ah..
                             (beat)
                         Everything..

               Willow looks around but can't see who's speaking. With a
               determined look she strides into the room towards Kennedy. 

               As she steps inside, the door slams shutting her inside with
               a BANG.

        24     INT. VAMPIRE BASE. NIGHT.                               24

               Willow spins round, but she's no longer in Buffy's room,
               she's downstairs in some kind of warehouse, inside a cage. 

               She whirls round, trying to look for a way out, but then
               someone jumps at the bars with a loud CLANG! Willow yelps and
               looks out.

               Kennedy is there, fully vamped up, dressed in the outfit we
               last saw Evil Vampire Willow in back in 'The Wish.' Willow's
               brow furrows again as she tries to work out what's happening.

                                   VAMPIRE KENNEDY
                         Aw, don't look so sad, lover.. It
                         only hurt for a minute. And
                         actually..

               Vampire Kennedy leans up to the bars, whispering in case
               someone hears, even though no-one else is around.

                                   VAMPIRE KENNEDY (cont'd)
                         I kind of liked it.

                                   WILLOW
                         You're not Kennedy. And as soon as
                         I figure out who you are, I'm going
                         to-

                                   VAMPIRE KENNEDY
                             (interrupts)
                         You're going to do exactly as
                         you're told, or your little
                         girlfriend will wake up to find her
                         brain's been reduced to plant food! 

               Willow stares defiantly back at the vampire before her. A few
               years ago, she'd have crumbled, but she's tougher now. A
               thought strikes her and she smiles.

                                   WILLOW
                         Hey, I think I know what you are..

                                   VAMPIRE KENNEDY
                         Oh, do you now?

                                   WILLOW
                         Yes, I do, you're a-

        25     EXT. SUNNYDALE - STREET. NIGHT.                         25

               Willow is suddenly standing in the middle of the street,
               dressed in her ghost's outfit from the 'Halloween' episode,
               white sheet over her head. 

               She scrabbles with it for a few seconds before tearing it
               off, and we see she's made up and dressed exactly as she was
               all those years ago. She looks down at herself.

                                   WILLOW
                         Oh, crap!

        26     INT. JODY'S BEDROOM. DAY.                               26

               The curtains are open and light is attempting to filter into
               the room. Jody and Andrew are both up and dressed, Jody
               sipping a can of soda and Andrew flicking idly through the TV
               channels.

                                   JODY
                         So, what shall we do today?

                                   ANDREW
                         Don't you have school? Jody throws
                         a sideways 'Don't sound like my
                         dad!' Look at Andrew, who grins
                         sheepishly.

                                   JODY
                         Don't you have work?

                                   ANDREW
                         Luckily, I'm off today.

                                   JODY
                         Cool. I was thinking we do the
                         usual rounds - comic store, games
                         store, music store, then get some
                         lunch at the food court.

                                   ANDREW
                         Sounds like a plan. The new 'Birds
                         Of Prey' is out today, and, uh, I
                         think my standing order at
                         Forbidden World should contain some
                         nice surprises of a 'Catwoman'
                         nature..

                                   JODY
                         You and your comics..

                                   ANDREW
                         You and your 'have to have the
                         biggest and bestest most brand new'
                         Playstation games!

                                   JODY
                         Yeah, I know.. sad, isn't it? Your
                         geekness must be rubbing off on me.

                                   ANDREW
                         On behalf of geeks around the
                         world, I answer that with.. you're
                         absolutely right.

               The two of them grin. Jody opens the door and Andrew heads
               out, followed by Jody after he grabs a backpack.

        27     INT. ELLEN'S PLACE - HALL. DAY.                         27

               We're inside, looking at the door as the bell rings. Ellen
               steps into frame, hair damp from the shower and a towel in
               one hand. She opens the door to reveal Buffy. She has Giles'
               note in her hand.

                                   BUFFY
                         Hi. Buses over this side of town
                         suck, I'm sorry.

                                   ELLEN
                         That's okay, the munchkin's still
                         watching Powerpuff Girls so she's
                         happy. I think she likes Buttercup
                         the best.

                                   BUFFY
                         I'm more of a Bubbles person,
                         myself..

               Buffy steps inside.

        28     INT. ELLEN'S PLACE - LIVING ROOM. DAY.                  28

               Buffy steps into the living room after Ellen, who curls round
               into the kitchen next to it. 

               Emmily sits in the foreground, watching the TV from the
               comfort of a large beanbag. She looks round and swaps smiles
               with Buffy.

                                   BUFFY
                         Hi there, I got your message.

                                   EMMILY
                         Good. Almost done. Mojo Jojo's
                         about to save the day.

                                   BUFFY
                             (sits next to her)
                         I thought he was the bad guy?

                                   EMMILY
                         He didn't mean to do it. Buffy
                         smiles - Emmily's just like any
                         other seven year old on the
                         outside. 

               She looks down at the note in her hand and reads.

                                   GILES (V.O.)
                         Hello, Buffy. Apologies for
                         sneaking out without saying goodbye
                         first, but I had an early flight
                         and I didn't want to wake everyone
                         up unnecessarily. I'm off to see a
                         few people about what's been going
                         on, to see if we can dig anything
                         new up about this 'Source' we've
                         heard mentioned. I'll call if I can
                         but I should be back in a few weeks
                         all being well. Take care, Giles.

               Buffy folds the note away and tucks it into her jacket, then
               finds herself getting sucked into the cartoon, laughing at a
               joke along with Emmily. 

               Ellen stands at the back of the room, a cup of coffee in one
               hand as she watches the two of them, a proud maternal smile
               on her face.

        29     EXT. SUNNYDALE - STREET. NIGHT.                         29

               We're back with Willow. She's standing out in the street on
               Halloween night, with children dressed as ghosts and demons
               scampering around all round her. She wanders out into the
               street, looking around.

                                   WILLOW
                         Okay, Willow, stay in control. Just
                         stay calm and look for a way out,
                         you'll be fine. 

               She doesn't look like she has much confidence in her words.

                                   KENNEDY (O.S.)
                         Red!

               Willow looks up as she hears Kennedy's voice.

               Kennedy is across the street, dressed in the Marie Antoinette
               outfit that caused Buffy so much bother. She gathers up the
               flowing skirt and starts to hurry across the street towards
               her.

               Willow smiles with relief - she can tell this is her girl and
               not another doppelganger.

               She looks relieved too as she steps into the street. Bright
               headlights suddenly shine on her, and she squints and turns
               to her left.

               A van screeches into frame, trying to slow down from speed
               but failing, and its lights fill the screen with white glare.

               Kennedy throws up her arms but the van is going too fast - it
               slams into her and knocks her off her feet.

               Willow's hands go to her mouth and her eyes widen with shock.

                                   WILLOW
                         Noo!!

               Willow runs into frame and lifts up Kennedy, but from the
               trickle of blood running from Kennedy's mouth we can see that
               she's hurt badly. 

               We hear the van door slam off screen and someone steps into
               frame, partially blocking the glare from the headlights.
               Willow shields her eyes and looks up.

                                   WILLOW (cont'd)
                         Oz?

               It looks like Oz, a short guy with spiky red hair and a taste
               in grunge clothing, but as the guy leans closer we can see
               that it's someone else - the Teen we saw in the library
               earlier. He is pale and shaking as he looks down at the
               wounded Kennedy.

                                   TEEN
                         I'm sorry.. I'm sorry.. I just
                         found myself in the van, I couldn't
                         stop..

                                   WILLOW
                         It's.. it's you!

               The Teen looks up and recognizes Willow.

                                   TEEN
                         Hey, the girl from the library.. Is
                         she okay?

                                   WILLOW
                             (tearful)
                         I don't know.. I don't know.. 

               Willow starts rocking back and forth gently, cradling
               Kennedy. This is all getting very familiar to her.

                                   TEEN
                         Don't let her die.

                                   WILLOW
                         What?

                                   TEEN
                         If she dies here, then she's gone.
                         It'll try to kill her to get to
                         you, and if it does, then you're
                         broken. You'll always be here,
                         helping it get more people.

                                   WILLOW
                         Helping who? What is going on? Who
                         are you? I don't.. I don't
                         understand..

               Kennedy's arm reaches up and strokes Willow's cheek. She
               looks down and sees that Kennedy is still alive - Willow
               grabs her hand and manages a laugh through the sobs.

                                   KENNEDY
                         Hey.. did you get the.. number of..
                         that truck?

                                   WILLOW
                         Hang on, baby, I'm going to get us
                         out of here.

                                   KENNEDY
                         Kite.. string..

                                   WILLOW
                         That's right, that's right.

                                   VOICE (O.S.)
                         No, no, no, this won't do at all.
                         Hope? Where does that get us? Must
                         go deeper. Must find something
                         really..
                             (beat)
                         Ahh..

               Willow and the Teen look up but can't see who's speaking.

        30     INT. WILLOW AND TARA'S ROOM. DAY.                       30

               Willow looks down. She's wearing a white top which is
               splattered with blood. Her breathing becomes ragged as she
               realizes where she is. 

               She looks down, and as she does we slowly pan down to see the
               dead body of Tara in her arms, the gunshot wound leaving an
               ugly red on her blue jumper. 

               Willow gasps a little as her worst memory plays out again
               before her. The voice cackles from somewhere overhead as
               Willow begins to sob.

                                   WILLOW
                         Please.. don't do this.. don't do
                         this again..

                                   VOICE (O.S.)
                         Yes, that's it.. that's what I
                         wanted to see..

               Willow closes her eyes and holds Tara close to her. The room
               is silent except for the distant chuckling of the voice and
               Willow's tears.

               Willow's eyes flick open - the pupils have turned BLACK.
               Willow's reliving it all over again - Tara's death and her
               own rapid descent into anger. 

               She squeezes her eyes shut again as the voice's laughter
               reaches fever pitch, but then opens them again and they have
               returned to their natural blue.

               The laughter stops as Willow calmly looks down at Tara again,
               tears still on her cheeks but no longer sobbing. She smiles
               as she brushes a stray lock of hair from Tara's face.

                                   WILLOW
                         Hey, baby. I know this isn't really
                         you, but.. I never got a chance to
                         say so many things to you.. and now
                         I can. I'm sorry I let us drift
                         apart, even for a second. I'm
                         always going to have you in my
                         heart. I love you. 

               She lays Tara gently back onto the bedroom floor.

                                   WILLOW (cont'd)
                         And goodbye.

               Willow stands up, fists clenched, and looks to the ceiling.

               The black swirls we saw earlier are back, dripping out across
               the whole ceiling.

               Willow stares up at it. The black eyes are back, and Willow
               lifts a hand towards the ceiling.

                                   WILLOW (cont'd)
                         Okay then, now it's just you and
                         me. 
                             (beat)
                         Il provientum! 

               Her hand starts to glow with soft purple light, little balls
               of which drift away and up towards the ceiling. They mix with
               the blackness we can see, which starts to bubble as though
               it's boiling.

                                   VOICE (O.S.)
                         No.. stop it! No! What are you
                         doing, witch? Stop it!

                                   WILLOW
                         Let's see what you really are. 

               There is a blinding FLASH of light.

        31     EXT. DEMONIC DIMENSION.                                 31

               Willow finds herself standing on a craggy stone platform,
               swirling vortexes of stars and nebulas filling the skies all
               around her. 

               She looks around in wonder for a few moments before her gaze
               falls on Kennedy, lying slumped on the floor. Willow runs to
               her and checks for a pulse, looking relieved that she can
               find one. 

               There is the THUD of a heavy foot off screen, and Willow
               slowly looks up.

               The dreamwalking DEMON is in view at last - wrapped in an
               almost liquid dark cloak that looks like the blackness from
               the ceilings before, the demon itself is a grey skinned
               creature with two long, curled horns running back along its
               head, and a wide, wicked looking mouth that grins down at
               Willow.

               Willow stands to face her enemy.

                                   WILLOW
                         That's better. I hate all that
                         hiding and playing games. Just gets
                         in the way.

                                   DEMON
                         Oh, you're good. I like that.
                         Strong. Yes. Strong and powerful.
                         Not like her.

               The demon points at Kennedy. Willow glares back at him.

                                   WILLOW
                         Don't count her out so easily.

                                   DEMON
                         Ha! She'll be dead soon, and then
                         I'll always have you to help me. My
                         own witch, here for always, to help
                         me bring others. New people. New
                         emotions. New memories. 

               They start to pace around each other, sizing each other up.
               Willow never takes her eyes off him.

                                   WILLOW
                         So what do you want? I mean, I've
                         worked out the whole 'feeding on
                         strong emotions' stuff by now, and
                         that you can somehow trap souls
                         here to do your dirty work for you.
                         But we wouldn't be stood here
                         talking if you were just going to
                         eat my brains. So talk.

                                   DEMON
                         Game.

                                   WILLOW
                         A game? What kind of game?

                                   DEMON
                         For her. For your love.

                                   WILLOW
                         Why should I trust you?

                                   DEMON
                         Ah!
                             (beat)
                         You can't. No choice. She lost her
                         will, and will remain here for me
                         unless you can beat me. I pick the
                         battlefield, we fight. Winner takes
                         all. No second prizes.

                                   WILLOW
                         Alright.

               The demon laughs, its long tongue flicking round the razor
               sharp teeth in its grin.

                                   WILLOW (cont'd)
                         I win, Kennedy and I walk out of
                         here and you go back to wherever
                         the heck you came from, never to
                         return.

                                   DEMON
                         Oh?

                                   WILLOW
                         Standard demonic confrontation
                         rules.
                             (beat)
                         Giles told me.

                                   DEMON
                         And if I win?

                                   WILLOW
                         You can have my soul. But not hers.
                         Whatever happens, she goes free. 

               The demon mulls this over, looking from Kennedy to Willow and
               back again. It grins.

                                   DEMON
                         Deal. You will be a very tasty
                         meal, witch. Yes.. And you'll help
                         me bring and keep so many more
                         here..

               The demon cackles, but Willow rolls her eyes impatiently.

                                   WILLOW
                         Can we get on with it? I really
                         don't want to spend any more time
                         stuck up here.

               The demon stops laughing and clasps its hands together, the
               wicked smile back in place.

                                   DEMON
                         Then let us begin. 

               The demon claps his hands and it all goes dark.

                                                             BLACK OUT.



                                  END OF ACT THREE
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