buffy8x18
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        13     EXT. ALLEYWAY                                           13

               It's dark. Like, real dark. There's no street lights,
               nothing. 

               But the alley is suddenly lit up by a few crackles of blue
               energy coming from the ground. The crackles begin to swirl
               around, creating a vortex. 

               It grows and grows until the entire ground breaks up and --

               A FIGURE is thrown out and into the alley. The camera moves
               in on it and we realize this isn't just a figure. This is a
               demon. This is GRELLON. A fierce, angry, bulky demon. Not a
               force to messed with.

                                                             BLACK OUT.



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN.

        14     INT. SUMMERS RESIDENCE - LOUNGE - MORNING               14

               Xander, Anya, Andrew, and Jody are all sitting in the lounge.
               None of them are speaking, it's like a silent movie. Every
               now and then, Anya goes to say something, but stops. 

               Andrew is sitting alone in the armchair, much to the
               disappointment of Jody, who is leant up against the wall by
               the door. 

               Xander stands and paces for a bit, wiping away the dust from
               his jacket, making sure he looks presentable. Anya approaches
               him, straightening his tie. They stare at each other, gazing
               into one another's eyes. 

               Jackson and Dawn enter through the front door. And it's just
               like they've entered a morgue. But they keep with it, neither
               one of them disturbing the silence. 

               Jackson and Xander nod to each other in appreciation. Dawn,
               meanwhile, eyes them all. Inspecting them. Then -- footsteps. 

               They all turn to see Willow walking down, dressed in black,
               looking every bit the mourning widow. She lingers in the
               doorway, until Xander reaches forward and HUGS her. She
               doesn't break away.

        15     INT. SUMMERS RESIDENCE - BASEMENT                       15

               The place has more light now, more than we've seen in
               previous episodes. FAITH sits on the bed, smoking a
               cigarette. She looks to see Buffy coming down the steps.

                                   BUFFY
                         We're heading off now.

                                   FAITH
                         Right.

                                   BUFFY
                         Sure you're not coming?

                                   FAITH
                         It's funny. You'd think funerals
                         would be my thing, the amount of
                         people I've... I don't think it's
                         my place.

                                   BUFFY
                         Willow wouldn't mind if that's --

                                   FAITH
                         It's cool. I'll hang back here. Get
                         the drinks ready.

                                   BUFFY
                         And... you're okay? 

               Faith looks down at her ribs, which are bandaged up from
               where she was shot.

                                   FAITH
                         Slayer healing powers. It's getting
                         better.

                                   BUFFY
                         Okay.

               She doesn't say goodbye. She turns for the stairs again but
               Faith gets to her feet.

                                   FAITH
                         Look... I know a lot's happened
                         since last week but... what you did
                         for me?
                             (beat)
                         It's just... thanks.

                                   BUFFY
                         You're welcome. 

               Then she EXITS. Faith looks on after her, before turning back
               to the bed. She inhales more smoke, sitting back down, losing
               herself in thought.

        16     INT. SUMMERS RESIDENCE - LOUNGE                         16

               Everybody is standing around, as before, none of them knowing
               what to do next. Buffy comes through the door and sees
               Willow. She offers a forced smile, then moves to her, taking
               her hand. 

               "Dice" [by Finley Quaye & William Orbit Featuring Beth Orton]
               begins to play as Buffy and Willow make for the door. Jackson
               catches a glance from Buffy and smiles slightly. He follows
               them out with Xander, whose head is lowered to the ground. 

               Anya and Andrew go next, neither of them looking at each
               other. Then Jody and Dawn. Jody exits as Dawn hangs back a
               moment, looking around the house. 

               A small curve of the lips forms, then she closes the door
               behind her.

                                                               FADE TO:

        17     EXT. CEMETERY - LATER                                   17

               The song carries through the scene, muting the sounds of the
               funeral service. The priest is reading a passage from the
               bible as our Scoobies stand before the coffin, covered in
               bright flowers, hovering above the hole in the ground.

               Xander watches in confusion, looking at the coffin like he
               had never seen one in his life before, as though by looking
               at it, he could get some answers. 

               Anya comes into frame, her head resting on his shoulder, as
               she too stares ahead. 

               Buffy and Jackson's hands are interlocked, listening to the
               sermon. They exchange a look of solidarity, then Buffy
               returns her attention to Willow -- who is transfixed. She's
               staring ahead at the camera, her expression dead, empty.

               We see what she sees. KENNEDY is standing behind the priest,
               her arms crossed, a smile brightening her glowing complexion.
               She lifts her hand and waves at Willow, her body FADING from
               view. 

               Willow tried to hold back the tears but it's futile. She
               breaks away from the gang as the coffin is lowered into the
               ground. 

               Xander starts after her but Buffy pulls him back. They watch
               her run. 

               Running behind a tree, Willow falls to the ground in floods
               of tears. Her body is limp as her fingernails CLAW the dirt
               beneath her.

                                                               FADE TO:

        18     INT. SUMMERS RESIDENCE - BASEMENT                       18

               Faith is still sitting on the bed but now she is holding
               something. She stares into it, her finger slowly running
               across it, the music playing through.

               It's a photo of her and ROBIN WOOD in some sunny setting --
               looking happy. Her fingers trace his face...

                                                               FADE TO:

        19     EXT. CEMETERY                                           19

               The ceremony is over. All that is left is disturbed dirt.
               Buffy and Xander are sitting with Willow behind the tree. 

               None of them say anything, none of them need to. Willow is
               almost asleep on Xander's shoulder, the exhaustion showing.
               He and Buffy share looks.
               Nothing too deep, but we get enough to know they're worried.
               The music begins to fade out as we cut to:

        20     INT. SUMMERS RESIDENCE - KITCHEN - AFTERNOON            20

               Faith is sitting on the work top, munching away at some
               biscuits. She looks to the door as it opens, and in walks
               Jackson. He nods to her and she raises a brow.

                                   FAITH
                         Back from the grave. 

               He doesn't say anything, just goes into the refrigerator,
               bringing out a cold beer.

                                   FAITH (cont'd)
                         She okay?

               Faith THROWS him the bottle opener and he catches it. Opening
               the beer, he SHRUGS.

                                   JACKSON
                         Would you be?

                                   FAITH
                         It's gotta take a lot out of her.
                         Oz left her. Tara was shot. Now
                         Kennedy.
                             (beat)
                         And I actually liked the kid. She
                         had...

                                   JACKSON
                         A quality.

                                   FAITH
                         I was gonna go with 'attitude,' but
                         yeah, that too. 

               She finishes off the pack of biscuits and JUMPS down from the
               work top, flinching at the pain in her stomach.

                                   JACKSON
                         You used to kill demons for fun,
                         right?

                                   FAITH
                             (eyes him)
                         Used to.

                                   JACKSON
                         How'd you feel about revenge? 

               Faith gets it.

                                   FAITH
                         Check out the bad boy.

                                   JACKSON
                         We can't let it get away with it.
                         It's not right.

                                   FAITH
                         I get that but Buffy --

                                   JACKSON
                         Screw Buffy.

               Faith almost chokes on what's left in her mouth. She puts a
               hand to her chest.

                                   FAITH
                         You really are a mystery.

                                   JACKSON
                         I didn't mean... she's doing what
                         she thinks is right, letting it set
                         in for Willow. But we're not her.
                         We're not the ones that are going
                         to go off the deep end.

                                   FAITH
                         You sure about that?

                                   JACKSON
                         What?

                                   FAITH
                         Last time I checked, you were
                         having amnesia, your memories
                         brought back in a flash by some
                         ring, then you try and kill Dawn.
                         I'd put that down to "deep end"
                         stuff.

                                   JACKSON
                         I'm the Guardian. I'm supposed to
                         protect.

                                   FAITH
                         And you know that for a fact?

                                   JACKSON
                             (beat)
                         Are you gonna sit back and watch
                         while this demon roams free?

                                   FAITH
                         No.
                             (beat)
                         I'm gonna sit back and wait for
                         when Buffy says we chase. She calls
                         the shots around here, not you. 

               She approaches him, almost in the danger zone.

                                   FAITH (cont'd)
                         You may think you're all powerful
                         but so far I haven't seen anything
                         from you that makes me wanna
                         follow.
                             (beat)
                         Buffy's the leader for a reason.

                                   JACKSON
                         Not so long ago you'd be the one on
                         the laughing end of that.

                                   FAITH
                             (angry)
                         Don't think you know me. You don't
                         know me at all.

                                   BUFFY (O.S.)
                         Interrupting something? 

               Jackson and Faith turn to see Buffy, leaning in the doorway.
               Faith shrugs it off and heads towards her.

                                   FAITH
                         Just blowing off steam.

                                   BUFFY
                         Uh huh.

               Faith exits. Buffy looks to Jackson, curious. He takes
               another swig of beer.

                                   BUFFY (cont'd)
                         You'll have to excuse Faith, she
                         gets a little aggressive sometimes.

                                   JACKSON
                         Buffy. We have to find this demon.

                                   BUFFY
                         Since when did you become the
                         hunter?

                                   JACKSON
                         I know I wasn't close to Kennedy
                         or... but she was just a kid. And
                         the things it did to her...
                             (beat)
                         Ever since that night, I've been
                         having nightmares.

                                   BUFFY
                         You think we all haven't?

                                   JACKSON
                         No. These are vivid. It's Kennedy,
                         telling me I failed her.

                                   BUFFY
                         What?

                                   JACKSON
                         I knew. I saw it in a vision a few
                         weeks ago. I could have stopped
                         this if I'd have thought about it
                         more.
                             (beat)
                         I could have saved her.

                                   BUFFY
                         Jackson. You're not superman. You
                         can't save everyone. None of us
                         can.

               She approaches him, resting her hands on his chest. He gently
               places his hands on her thighs.

                                   BUFFY (cont'd)
                         You have an ability you can't
                         understand. But you will, in time.
                             (beat)
                         Just give it time.

                                   JACKSON
                         Trouble is. Kennedy doesn't have
                         that anymore.
                             (beat)
                         And now Willow... you should go see
                         to her. She's your friend. 

               Buffy nods, forcing a smile, something she's getting good at.
               She kisses him before exiting. Jackson stands on his own,
               staring ahead, at nothing.

        21     INT. SUMMERS RESIDENCE - PORCH                          21

               Willow is sitting on the steps leading up to the front door,
               resting her head on the support beam. Her eyes are tightly
               closed, remembering.

                                   KENNEDY (V.O.)
                         I'm not. It's fine. I'm sorry, I
                         just... I always thought that if I
                         was lost you would find me. No big.

                                   WILLOW (V.O.)
                         I will always find you. Like a
                         pirate and his treasure. You're
                         mine. 

               Willow holds her head in her hands, as if she's trying to
               block out the voices.

                                   KENNEDY (V.O.)
                         Willow... do you love me? 

               A shadow falls over Willow's huddled frame.

                                   VOICE (O.S.)
                         Willow?

               She finally lifts her head. Slowly, to reveal her pale and
               tired face. Trails of tears mark her cheek but as she stares
               at the figure in front of her, something lights up. It's
               small, but it's something.

                                   WILLOW
                         Giles.

               She lifts herself up, quicker than we'd have thought, and
               THROWS herself in his arms. GILES wraps his arms around her
               frail body, holding her for a moment. 

               We hear her muffled cries as Buffy comes to the front door.
               Giles, looking over Willow's shoulder, nods to the Slayer.
               And she softly smiles back. Appreciative. 

               Then MARIE CARMONS comes into view. A very beautiful, and
               very formal, woman. She glances to Giles, then to Buffy.

        22     INT. SUMMERS RESIDENCE - DINING ROOM                    22

               Giles is sitting at the table, looking over some books. Buffy
               is pacing around it.

                                   GILES
                         And you've found nothing on this
                         demon?

                                   BUFFY
                         Zilch. Dawn didn't even get a good
                         look so we're basically looking for
                         a needle in a hell dimension.

                                   GILES
                             (solemn)
                         This is terrible.

                                   BUFFY
                         I know.
                             (beat)
                         I don't know how Willow's getting
                         through it but... she is.

                                   GILES
                         Well I must say, she's doing better
                         than last time.

                                   BUFFY
                         Yeah. I'm just glad you're back, to
                         take care of things.
                             (off his look)
                         Not that you need to go back to
                         England to prove I can make it by
                         myself.

                                   GILES
                         No, no. I'll be staying for a
                         while. 

               Buffy finally sits beside him.

                                   BUFFY
                         Good.
                             (beat)
                         Everything's been so... something
                         is going on with Jackson. He had a
                         vision of Kennedy dying and
                         sometimes has these feelings that
                         something is taking him over.
                         Andrew's gay.

                                   GILES
                         Well, nothing shocking there.

                                   BUFFY
                             (continuing)
                         And we have nothing on The Source.

                                   GILES
                         Ah.

               He pulls out a few books from his briefcase, putting them on
               the table. He begins to skim through one.

                                   BUFFY
                         Ah?
                             (beat)
                         Ah?
                             (louder)
                         Giles! AH?

                                   GILES
                         Oh, yes. Right. Marie and I have
                         been using all the Council's
                         resources to research The Source.

                                   BUFFY
                         And?

                                   GILES
                         We found nothing.

                                   BUFFY
                         As far as "ah's" go, that's way
                         down there on the scale.

                                   GILES
                         No. We found nothing because that
                         isn't its real name. More of an
                         adopted name by its followers, its
                         disciples.

                                   BUFFY
                         It has disciples? That's never a
                         good thing.

                                   GILES
                         Quite.

               He pushes a book her way and she looks it over, an expression
               of FEAR coming over her.

                                   BUFFY
                         That's it?

                                   GILES
                         It's called Ulithios.

                                   BUFFY
                         Okay. So, what is it?

                                   GILES
                         A powerful demon that once ruled
                         over half of this world. Ulithios
                         is, what is referred to now as, an
                         Old One.

                                   BUFFY
                         Oh.
                             (then)
                         Oh that's not good.

                                   GILES
                         We've been checking through all our
                         contacts, exhausting all our
                         links... see, there is a place that
                         holds the bodies of the Old Ones,
                         the ones that didn't escape this
                         world. It's called the Deeper
                         Well... but this particular demon
                         wasn't there.

                                   BUFFY
                         It escaped?

                                   GILES
                         It was never there. Which means it
                         did escape, to another dimension no
                         doubt. And now it's back.

                                   BUFFY
                         Wait, that doesn't make sense.
                         You'd think we'd have seen it. A
                         demon like this --

                                   GILES
                         It wouldn't look like this anymore. 

               Buffy narrows her eyes at the picture before her, then looks
               up at Giles.

                                   BUFFY
                         Explain-y?

               Giles stands, as if by standing he would be able to get into
               the rhythm of explaining.

                                   GILES
                         While researching The Source we
                         came across a cult, calling
                         themselves the Bringers of Origin.
                         After beating information out of
                         one the followers, we discovered
                         that they have somehow taken
                         Ulithios' essence and funneled it
                         into this world.

                                   BUFFY
                         Yeah, cos that happens all the
                         time.

                                   GILES
                         This demon, this Old One, is
                         somewhere here... living inside a
                         mortal body.

               A beat.

                                   DAWN (O.S.)
                         Go figure.

               Buffy and Giles turn to see Dawn lingering in the doorway.
               She offers them a smile.

                                   GILES
                         Dawn.

                                   DAWN
                         Good to see you back, Giles.

                                   GILES
                         Thank you.

                                   BUFFY
                         Great. So I guess we should round
                         everyone up, tell them the good
                         news?

        23     INT. SUMMERS RESIDENCE - BASEMENT                       23

               Faith is training. She circles the punch bag, then KICKS it
               hard, almost knocking it off the ceiling. She goes to take
               another kick but sees Willow standing at the bottom of the
               steps.

                                   FAITH
                         Hey.

                                   WILLOW
                         Hey.

               Willow comes closer, out of the shadows.

                                   WILLOW (cont'd)
                         I'm sorry, it's just... there's too
                         many people up there and you're the
                         only one who hasn't tried to get me
                         to breakdown.

                                   FAITH
                         I get that.

                                   WILLOW
                         Don't you ever get lonely down
                         here?

                                   FAITH
                             (smiles)
                         Beats tasting more of Xander's
                         cooking.

               Willow manages a laugh, taking a seat on the bed set up
               against the wall. Faith clings onto the punch bag, leaning on
               it as she eyes Willow.

                                   FAITH (cont'd)
                         Feels bad, huh?

                                   WILLOW
                         Like a thousand knives have impaled
                         my body.

                                   FAITH
                         Been there.

                                   WILLOW
                             (realizing)
                         Robin.

               Faith nods, slowly taking a seat next to her.

                                   FAITH
                         When he was killed it was like...
                         the only man who had ever treated
                         me nice without wanting something
                         in return was dead. He didn't
                         deserve it.

                                   WILLOW
                         Neither did you.

                                   FAITH
                             (laughs)
                         You might wanna brush up on your
                         Faith history there, Will. I
                         deserve everything this world
                         throws at me.

                                   WILLOW
                         Why do you do that?

                                   FAITH
                         What?

                                   WILLOW
                         Okay, so you went evil. Haven't we
                         all? Doesn't mean you should be
                         punished for the rest of your life.

                                   FAITH
                             (beat)
                         And isn't that what everyone's been
                         trying to tell you?

                                   WILLOW
                         It's different.

                                   FAITH
                         Why? Cos you tried to destroy the
                         world? Willow, you've gotta get
                         over yourself.

                                   WILLOW
                         What?

                                   FAITH
                         Sure, okay, you went evil. But
                         don't you think the higher powers
                         are gonna be dealing with other
                         stuff more important than handing
                         you punishment? You killed.
                         It's over. You learnt, you grew.
                             (beat)
                         In my opinion, you're better for
                         it.

               Willow turns to her, a small smile gracing her lips. Faith
               rolls her eyes.

                                   FAITH (cont'd)
                         God, listen to me. Five minutes in
                         this house and I'm already singing
                         out the Koom ba Ya's.

                                   WILLOW
                         You know, a few years ago, I'd
                         never have thought we'd have so
                         much in common.

                                   FAITH
                         The world works in mysterious ways.

                                   WILLOW
                         I just wish... I wish Kennedy was
                         here.

                                   FAITH
                         Yeah. I do too. The girl had a
                         quality.

               Willow smiles, wiping away a tear. Faith turns to her,
               lifting her hand to wipe another for her. They stop,
               lingering. 

               Then, slowly, they move closer to each other, their faces
               inches away, until --

               THEY KISS!

                                   BUFFY (O.S.)
                             (calls)
                         Faith?

               Willow and Faith quickly BREAK AWAY from each other. Faith
               looks to see some light coming from the door at the top of
               the steps.

                                   FAITH
                         I'm here.

                                   BUFFY (O.S.)
                         We need you up here.

                                   FAITH
                         Yeah. Be right there. 

               Faith stands, looking down at Willow, who doesn't look
               completely happy with herself.

                                   WILLOW
                         That... wasn't...

                                   FAITH
                         No. It's wasn't.

                                   WILLOW
                         It was just...

                                   FAITH
                         We were in the moment.

                                   WILLOW
                         Yeah, the moment.

                                   FAITH
                         Keep your friends close and your
                         enemies closer. That kinda thing. 

               The Slayer walks away, a little uncomfortable with what just
               happened.

                                   WILLOW
                         Faith.

               She stops, turning back to face her.

                                   WILLOW (cont'd)
                         You're not my enemy. 

               Faith nods, understanding. Then she rushes up the steps.
               Willow shakes her head, disappointed with herself.
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