buffy8x17
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                                      ACT THREE

                                                               FADE IN.

        20     INT. WAREHOUSE - NIGHT                                  20

               Buffy FLIES back against the wall with a loud CRASH. It takes
               a moment for her to realize there's nothing wrong with her. 

               She looks up to see a man on the ground -- DEAD. She looks
               out the window and spots a sign: HINDWELL AVENUE. 

               She turns and sees Faith, the gun by her side, looking
               shocked. Horrified.

                                   BUFFY
                         Faith. What's --

                                   FAITH
                         He's been doing this to me. He was
                         using a talisman to haunt me... to
                         get revenge.

                                   BUFFY
                         Revenge?

                                   FAITH
                         I killed his brother. Now I killed
                         him.

               She brings the gun up to her face and puts it in her MOUTH, a
               tear crawling down her cheek.

                                   BUFFY
                             (shouts)
                         Faith!

               BANG!

                                                          SMASH CUT TO:

        21     INT. NO MAN'S LAND                                      21

               Buffy FLIES through the crowds with a SCREAM. The music
               STOPS. Everyone is looking at her. 

               Jackson, followed by Xander, rush to her side. She's lying
               with her arms covering her face.

                                   JACKSON
                         Buffy?

               Buffy pulls away her arms and we see she's in perfect
               condition, except for the horror on her face. She breathes
               heavily. 

               Her hands run over her face to make sure it's not just a big
               gaping hole then lets out a deep breath.

                                   BUFFY
                         I'm okay.
                             (beat)
                         What was that?

                                   XANDER
                         What was what?

                                   JACKSON
                         You just suddenly broke away and...
                         flew through the air like you'd
                         been --

                                   BUFFY
                         Shot?

                                   JACKSON
                         Well... yeah.

               She gets to her feet and looks around, there's no sign of
               Faith at all. Just lots of people staring at her.

                                   BUFFY
                         Something's wrong with Faith.

                                   XANDER
                         What?

                                   BUFFY
                             (wigged)
                         I'm not sure... you guys stay here.
                         I've gotta go make sure of
                         something.

                                   JACKSON
                         You want me to come with?

                                   BUFFY
                         No. Stay. I'll be okay.

                                   JACKSON
                         Where are you going? She begins to
                         walk off.

                                   BUFFY
                         To a warehouse.

        22     INT. SUMMERS RESIDENCE - DAWN'S ROOM                    22

               Dawn looks out of the window at the darkness. She stays like
               that for a while, then moves to her dresser. She pulls open a
               drawer and takes a book out, laying it on her bed. She sighs,
               looking in the mirror at the reflection of herself.
               Lowering her eyes to the book, she opens it up and sits down,
               becoming quickly engrossed in it. The camera moves to the
               floor where a few candles have been set out, forming a
               circle.

        23     EXT. HINDWELL AVENUE                                    23

               Faith is MARCHING down the sidewalk, the gun still very
               visible in her hand. Determination is set. But she stops,
               looks to the right of her, and sees --

                                   ROBIN
                         She curves a brow.

                                   FAITH
                         You said you wouldn't come again.

                                   ROBIN
                         You're not doing things as we
                         planned.

                                   FAITH
                         Just taking a detour. 

               She continues to walk and Robin is hot in pursuit.

                                   ROBIN
                         You don't need to be going
                         anywhere. You just need to leave
                         this place.

                                   FAITH
                         Yeah? Well I had a dream. Wanna
                         know what I saw?
                             (beat)
                         Me, standing over a dead body in a
                         warehouse. Then putting the gun to
                         my mouth and pulling the trigger.
                         I'm guessing that's something you
                         didn't put in my head.

                                   ROBIN
                         You don't need to be going this
                         way.

                                   FAITH
                         You're sounding worried. Is it
                         cos..

        24     INT. WAREHOUSE                                          24

               The door BURSTS open and Faith stands, without Robin, looking
               right at the man we saw in Buffy's vision, ZACK. He's holding
               a GLOWING talisman but is broken from his concentration. He
               turns to see her.

                                   FAITH
                         You're here.

               Zack JUMPS to his feet, taking a step back as she edges
               closer to him.

                                   FAITH (cont'd)
                         So it's you.
                             (beat)
                         Who the hell are you?

                                   ZACK
                         Your worst enemy.

                                   FAITH
                         Really?

                                   ZACK
                         No. But I'm close to it.

                                   FAITH
                         You've been doing this to me.
                         Showing me... them. Sending ghosts
                         to... to what? Make me do something
                         for you? Make me evil?

                                   ZACK
                         Wow. I didn't know you were this
                         quick. People talk a lot about you,
                         you know. But mostly it's all about
                         how really dumb you are.

               Faith raises the gun.

                                   FAITH
                         You might wanna rethink the way you
                         talk to me. I could shoot you dead.

                                   ZACK
                         But then you'd never know why.

                                   FAITH
                         So tell me. Or I'll shoot you in
                         the balls.

                                   ZACK
                             (shouts)
                         You killed my brother! 

               This hits Faith. Her vengeance gig completely drops and now
               she just looks afraid. To discover the truth?

                                   ZACK (cont'd)
                         Yeah. That's right. My brother.

                                   FAITH
                         I killed a lot of people in the
                         day. You're gonna have to be more
                         specific.

                                   ZACK
                         Oh, you'll remember him. Nice guy,
                         worked in politics, wouldn't have
                         said boo to a ghost.

                                   FAITH
                             (realizing)
                         Him.

                                   ZACK
                         He had a name!

               She struggles to remember it.

                                   ZACK (cont'd)
                         Alan! You killed him. Drove a stake
                         through his heart. He didn't
                         deserve it, but you didn't care
                         about that. You just... killed him.
                             (beat)
                         Took his body and dumped it. Hoping
                         nobody would discover your sordid
                         little secret.
                             (beat)
                         You deserve to die.

                                   FAITH
                         I never said I didn't.
                             (beat)
                         And, I'm sorry your brother's dead
                         but he got in the way. I didn't see
                         him coming. It wasn't my fault --

                                   ZACK
                         And that makes it right?

                                   FAITH
                         It doesn't make it right. Nothing
                         makes it right. But me dying...
                         it's not the answer. Trust me, I've
                         tried that.

                                   ZACK
                         Lets try again.

               He pulls up his own gun and aims it at Faith.

        25     INT. NO MAN'S LAND                                      25

               Jackson is sitting at the table, with everyone dancing. He
               doesn't seem to be paying any attention, lost in his own
               thoughts.

                                   EMMILY (O.S.)
                         You're troubled. 

               Jackson turns to see her sitting beside him. He doesn't look
               surprised though.

                                   EMMILY (cont'd)
                         You're remembering.

                                   JACKSON
                         Yes.

                                   EMMILY
                         Look deeper.

                                   JACKSON
                         I'm trying... I had a vision... a
                         premonition a while back, when that
                         Warlock...
                             (beat)
                         I saw someone dying.

                                   EMMILY
                         You did.

                                   JACKSON
                             (realizing)
                         Oh God.

                                   EMMILY
                         He has nothing to do with it.

                                   XANDER (O.S.)
                         What's up?

               Turns to see Xander approaching. He looks back but Emmily has
               gone.

                                   XANDER (cont'd)
                         Jackson?

                                   JACKSON
                         We have to get back to your place.

                                   XANDER
                         Why, what's going on? 

               Jackson STANDS and checks himself over, unsure of what's
               happening.

        26     EXT. STREETS                                            26

               Willow is walking alone through the streets, making her way
               home. She pulls at her jacket, which is caught on her hair.
               And when she looks up --

               VAMPIRE! He grabs her by the throat.

                                   VAMPIRE
                         Mm. You'll do.

        27     INT. SUMMERS RESIDENCE - DAWN'S ROOM                    27

               Dawn is sitting in the middle of the room, with the candles
               surrounding her. The book is laid out in front of her but we
               can't make out what the pages say.

                                   DAWN
                         Time to make me stronger. 

               She mutters words under breath that we can't hear. As she
               does, the flames on the candles begin to intensify. Her eyes
               flicker an enraged RED as we...

        28     INT. WAREHOUSE                                          28

               Faith and Zack are both pointing their guns at each other,
               neither of them even blinking.

                                   FAITH
                         You shoot me, I'll shoot you.

                                   ZACK
                         Ditto.

                                   FAITH
                         So you wanna pull first? You are
                         the wronged one after all.

                                   MAYOR WILKINS (O.S.)
                         Kill him.

               He suddenly appears next to her but she doesn't take her eyes
               off of Zack.

                                   FAITH
                             (to Zack)
                         How are you doing that?

                                   ZACK
                         You're seeing them again.

                                   FAITH
                         Make it stop.

                                   ZACK
                         Oh, okay. Wait, no.

                                   MAYOR WILKINS
                         Killing him will make it stop. Do
                         it, Faith.
                             (beat)
                         Make a father proud.

                                   FAITH
                             (to Zack)
                         He's telling me to kill you.

                                   ZACK
                         Guess I'd better kill you first
                         then --

                                   BUFFY (O.S.)
                         Not today!

               Buffy suddenly comes up behind Zack and grabs his arm. She
               pulls down on her knee, BREAKING it. She takes the gun,
               pulling away from him.

                                   FAITH
                         Get out of here, B.

                                   BUFFY
                         Faith. It's over.

                                   FAITH
                         No it's not.

                                   MAYOR WILKINS
                         That's right, Firecracker. It's not
                         over till you kill him. I'll be
                         here talking to you forever unless
                         you do.

                                   FAITH
                         Stop it!

                                   BUFFY
                         Faith, who are you talking to?

               Sees nobody but Faith. She turns back to Zack, on the floor,
               nursing his arm.

                                   BUFFY (cont'd)
                         What did you do?

                                   ZACK
                         I'm destroying her.

                                   BUFFY
                         Yeah... cos that'll end well. She
                         edges closer to Faith.

                                   BUFFY (cont'd)
                         You don't need to do this, Faith.
                         Give me the gun.

                                   FAITH
                         I have to make it stop. The voices,
                         in my head. All day, every day. I
                         can't do that. I won't.

                                   BUFFY
                         Killing him won't stop that. It's
                         not just what he's done, Faith. You
                         have killed and those voices will
                         always be with you. It's called a
                         conscience.

                                   ZACK
                         Actually, it's a spell that I --

                                   BUFFY
                         Want me to break another arm? 

               He moves himself away from her, still cowering on the floor,
               holding his broken arm.

                                   MAYOR WILKINS
                         Come on, Firecracker.
                             (beat)
                         Pull the trigger.

                                   FAITH
                             (mumbles)
                         Pull the trigger.

                                   BUFFY
                         Don't pull the trigger!
                             (remembering)
                         Talisman.

               Her eyes scan the area and finally she sees it on the ground.
               She goes for it but so does Zack. She easily KICKS him back
               and picks it up.

                                   MAYOR WILKINS
                         Shoot him, Faith. Shoot him!

               Buffy SMASHES the talisman, the GLOW withdrawing inside the
               pieces. She looks to Faith.

                                   BUFFY
                         Now it's over.

               Faith looks and can't see Mayor Wilkins anymore. Her eyes
               moves down to the gun in her hand, aimed at Zack.

                                   BUFFY (cont'd)
                         Faith, give me the gun. 

               Faith thinks for a moment, eyeing Zack. But she turns the gun
               around and hands it to Buffy. They share a gaze.

                                   FAITH
                         I didn't mean to...

                                   BUFFY
                         It's okay. Not your fault. 

               Buffy puts her hand on Faith's shoulder, reassuring her.
               Faith nods, but then sees something over her shoulder.

               Zack is holding ANOTHER gun, pointing it right at them.

                                   ZACK
                         Think I'm stupid enough not to have
                         two?

               Buffy finally turns around and sees him. She has no way of
               protecting them both. 

               As Zack pulls the trigger, Buffy raises the gun and FIRES as
               well.

        29     INT. SUMMERS RESIDENCE - DAWN'S ROOM                    29

               Dawn is surrounded by a red light, circulating her. Her eyes
               are also FLASHING red. Her body begins to levitate off the
               floor as she continues to utter words. 

               Suddenly she drops, the light falling, and the candles blow
               out by themselves. Dawn FALLS on her back, looking up at the
               camera. 

               A light emanates from within her, escaping through her eye
               sockets, her nostrils, and her mouth.

               Then it disappears and she is left, eyes closed, breathless.
               Motionless. Still.

        30     EXT. STREETS                                            30

               Willow is gasping for life as the vampire closes in on her.
               Its hands are pinning her down, stopping her from escaping.

                                   VAMPIRE
                         Nighty night, Red. 

               He LUNGES in to her neck, clearly SINKING his teeth into her
               flesh, sucking the blood from her veins.

                                                             BLACK OUT.



                                  END OF ACT THREE
                                      ACT FOUR

                                                               FADE IN.

        31     INT. WAREHOUSE - NIGHT                                  31

               Buffy GROANS as she lifts herself up. She looks over to Zack,
               who's bleeding in the leg, the gun far away from him. She
               looks down at the gun in her hands and DROPS it. Shaken.

                                   ZACK
                         You shot me, bitch!

                                   BUFFY
                         Let that be a lesson to you.

                                   FAITH (O.S.)
                             (faint)
                         Buffy...

               Buffy turns to see Faith on the floor, BLEEDING from the
               stomach. She quickly gets to her, covering the wound.

                                   BUFFY
                         Oh God.

                                   FAITH
                             (painfully)
                         I'm dying.

                                   BUFFY
                         Shut up. You're not dying.

                                   FAITH
                         I think I kinda am.
                             (beat)
                         It doesn't hurt. Not like I thought
                         it would. It's like... an itch...
                         but I really don't wanna scratch
                         it.

                                   BUFFY
                         Wait. Just, hold on, okay? 

               She pulls out her CELL PHONE and dials. She waits a moment,
               keeping one hand on her wound.

                                   BUFFY (O.S.) (cont'd)
                             (into phone)
                         I need an ambulance.

        32     INT. SUMMERS RESIDENCE - DAWN'S ROOM                    32

               Dawn is still lying on the ground, making no sound or
               movement. Then suddenly her eyes SHOOT OPEN, a crimson red.
               Her mouth opens wide as a red energy sprouts from inside,
               breaking through the ceiling.

        33     INT. SUMMERS RESIDENCE - LOUNGE                         33

               Kennedy SPRINGS awake, hearing the sound. Her eyes look
               around frantically.

                                   KENNEDY
                         What the hell?

               She goes to the door and peers up the stairs.

                                   KENNEDY (cont'd)
                             (calls)
                         Dawn, you okay?

               Kennedy grabs an axe, leaning against the wall, and holds it
               tightly as she goes through the door.

        34     EXT. STREETS                                            34

               The vampire FLIES through the air. Willow gets up, with
               sparkles of glowing white energy coming from her hands. She
               looks at the vampire, her eyes a pure white.

                                   WILLOW
                         You bit me.

                                   VAMPIRE
                         Whoa. Didn't know you were a witch.
                             (beat)
                         That makes it better.

               He LUNGES for her but she holds out her hands, a ray of light
               colliding with his chest, knocking him back down.

                                   WILLOW
                         Better for me.

               She closes her eyes, concentrating. The vampire gets back up
               and advances. His fangs dripping with her blood. A hungry
               expression crossing his face when -- 

               He stops dead in his tracks. His eyes drop to see a light
               emerging from inside his stomach.

                                   VAMPIRE
                         What... is this?

                                   WILLOW
                             (smiles)
                         You. Dying.

               The light BURSTS out of the vampire and sets him alight. His
               body is consumed with fire and... dust. Nothing but ashes
               blowing in the breeze. 

               Willow's smile dissolves to pain as she touches the wound on
               her neck, the blood seeping. She continues on her way.

        35     INT. JACKSON'S CAR                                      35

               Jackson is driving, Xander in the passenger seat, Andrew and
               Jody in the back. They are in a traffic jam but what else
               would you expect in a city like Cleveland?

                                   JODY
                         We're not gonna make it.

                                   ANYA
                         That's assuming he's not crazy.

                                   ANDREW
                             (to Jackson)
                         Yeah, you could be making this all
                         up to... to lure us into some evil
                         scheme of yours and... then kills
                         us like... like...

                                   ANYA
                         He's crazy.

                                   JACKSON
                         I'm not crazy.

               He pulls out his CELL PHONE and dials a number, putting it to
               his ear.

                                   XANDER
                         Who you calling?

                                   JACKSON
                         Buffy. Maybe she can get there
                         first.

        36     EXT. WAREHOUSE - HINDWELL AVENUE                        36

               The ambulance is parked up. Two paramedics carry a stretcher
               out with Faith lying on it, a mask around her mouth to help
               her breathe. Buffy is following behind.

                                   BUFFY
                             (to paramedic)
                         Is she gonna be okay?

                                   PARAMEDIC
                         Don't worry, miss. We haven't lost
                         a life yet... this week.

               They put the stretcher in the back of the ambulance as
               Buffy's cell phone RINGS. She digs it out of her pocket and
               answers it.

                                   BUFFY
                             (into phone)
                         Yeah?

                                   JACKSON (V.O.)
                         Buffy, it's me. Where are you?

                                   BUFFY
                         Hindwell Avenue. Why?

                                   JACKSON (V.O.)
                         That's not far from your house.
                         Listen, you've gotta get back
                         there. That premonition I had a
                         while back... it's gonna happen
                         tonight.

                                   BUFFY
                         What... what premonition? Jackson --

                                   JACKSON (V.O.)
                         I saw someone being killed. We
                         thought it was going to happen that
                         night but it wasn't... it's
                         tonight. Someone's gonna die there.
                         Now.

                                   BUFFY
                         Jackson. There's only three people
                         in that house.

                                   JACKSON (V.O.)
                         I know who it is.

                                   BUFFY
                             (beat)
                         Who?

               The ambulance SIRENS switch on and cut Jackson's voice out
               completely. All we see is Buffy's expression. The shock. The
               horror. 

               She DROPS the phone to the ground and runs down the street.
               The camera stays on her as she rushes down the sidewalk, a
               girl on a mission.

        37     INT. SUMMERS RESIDENCE - DAWN'S ROOM                    37

               There's silence. Nothing but silence. The door CREAKS open
               and Kennedy peers around the corner. 

               She scans the room, looking down on the floor and seeing a
               motionless Dawn. 

               Kennedy drops the axe and quickly kneels by her side. She
               presses her fingers to Dawn's neck, checking for a pulse.

                                   KENNEDY
                         Oh my God. Dawn? 

               She looks her over, looking for some kind of reason. But
               there's nothing. Just a body.

                                   KENNEDY (cont'd)
                         Dawn?
                             (beat)
                         You can't be... Dawn? 

               Kennedy, in complete shock, falls back, away from the body.
               Her eyes STARE at Dawn as "Solitude" by Evanescence begins to
               play. 

               We can literally see the shivers go along her skin at the
               sight.

        38     EXT. STREETS                                            38

               Cars shoot down the road as Buffy weaves in and out of them,
               dodging every single one. Her legs are running faster than
               ever before, her eyes fixed with resolution. 

               She PUSHES passed a civilian, not caring, not bothering to
               check to see if she hurt them. She continues on her way as
               the song sounds.

        39     INT. JACKSON'S CAR                                      39

               Everyone is in silence. They know what's going to happen,
               they know they're too late to stop it. Anya offers her hand
               out to Xander and he takes it. 

               Jody turns to Andrew, both exchanging worried looks. Andrew
               turns and looks ahead as the jam only intensifies. Nothing
               they can do.

        40     EXT. ROCKWELL AVENUE                                    40

               Willow is walking down the street, we can see her house in
               view. She rechecks her neck, still bleeding. She pulls out
               her keys, getting ready for when she reaches the door.

        41     INT. SUMMERS RESIDENCE - UPSTAIRS HALLWAY               41

               Kennedy stumbles out of the room, almost vomiting at what she
               has found. She looks to the phone on the corner stand and
               goes to it, a tear welling in her eye. She picks up the
               receiver and begins to dial.

               As she begins to speak, something catches her attention from
               the corner of her eye. She slowly turns to see -

               Dawn is standing right behind her, eyes a glowing RED. She
               looks at Kennedy with a more than sinister look... it's evil.

                                   DAWN
                         You have seen it.

                                   KENNEDY
                         Dawn?

                                   DAWN
                         They cannot know.

                                   KENNEDY
                         What --

               Dawn swiftly brings the axe up from out of view and SWINGS it
               at Kennedy, implanting it in her chest. 

               Kennedy SCREAMS, falling back to the floor. 

               The camera pans to the wall where we see the shadow of Dawn
               plunging the axe into the body on the floor, blood
               SPLATTERING over the white walls.
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