buffy9x11
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        17     INT. PEACHY'S CAFE. DAY.                                17

               Andrew sits in one of the booths, tapping a straw nervously
               on the table top as he watches people mill around the
               restaurant. He checks his watch, and doesn't notice somebody
               come to stand just outside his booth.

                                   VOICE
                         Don't tell me I'm late, I could've
                         sworn I got a new watch last week?

               Andrew jumps, startled, and looks up - and there's JODY,
               smiling down at him. Jody slides into the booth opposite
               Andrew. Andrew suddenly looks intensely nervous.

                                   ANDREW
                         Um, hi, thanks for, you know,
                         coming out.
                             (beat)
                         To meet me! I mean, thanks for
                         coming out to, uh, meet me. Here.
                         Where I work.
                             (beat; rubs eyes)
                         Can we start this over?

                                   JODY
                         Boy, you haven't changed much, huh?

               Andrew manages a smile as a waitress steps over. Jody orders
               a soda, but Andrew just waves her away.

                                   JODY (cont'd)
                         So what's up? I mean, I know we
                         haven't spoken in a long time, and
                         I do feel kinda responsible for
                         that, but it was really great to
                         hear from you again.

                                   ANDREW
                         I just, uh, you know, wanted to,
                         uh, speak to you. Seems like, uh,
                         everyone's been, you know, mending
                         bridges and things lately, kind of
                         like how Sydney and Vaughn have to
                         come to terms with things in
                         'Alias' after she gets kidnapped
                         and brainwashed by the Covenant,
                         and... 

               Andrew trails off as he sees Jody grinning at him. Andrew
               manages a brief laugh.

                                   ANDREW (cont'd)
                         I'm still babbling, aren't I?

                                   JODY
                         You bet. You sound like Threepio
                         when he bumps into those
                         stormtroopers on Cloud City! 

               Andrew grins at the Star Wars reference.

                                   JODY (cont'd)
                         I mean, not the best example, I
                         know, but I can see you're pretty
                         uneasy so I'm just trying to create
                         some familiar territory for you.

                                   ANDREW
                         Thanks.

                                   JODY
                         How is everybody? Buffy okay?

                                   ANDREW
                         Um, yeah, she's trying to sort out
                         things between her and Jackson, you
                         know, after...

               Andrew trails off again and Jody lowers his head. They both
               remember what happened. The waitress arrives with Jody's
               soda, helping to break the awkward moment.

                                   JODY
                         So, guess I'd better fill you in on
                         what's been going on with me, huh?
                         Well, I dropped out of college.

                                   ANDREW
                         You did?

                                   JODY
                         Yeah, things just felt weird after
                         Dawn... You know. Just 'after
                         Dawn.' It's kind hard to look at
                         the world around you the same way
                         when you know the things we know
                         about it.

                                   ANDREW
                             (nods)
                         I sure know how that feels.

                                   JODY
                         Currently, I'm doing a few part
                         time jobs, trying to figure out
                         where I'm supposed to fit back into
                         things now. I mean, I don't think
                         I'm cut out to do what you do every
                         day.

                                   ANDREW
                             (puzzled)
                         What do you mean?

                                   JODY
                         You know, fight evil, save the
                         world, all that business! The hero
                         stuff. It's not my world.

                                   ANDREW
                         I wouldn't say 'hero,' more like
                         'sidekick,' maybe, or even-

                                   JODY
                         Andrew, you have to stop putting
                         yourself down! Looks like you
                         really haven't changed at all, huh?

               Jody smiles and sips his drink, and Andrew manages a nervous
               smile back.

                                   JODY (cont'd)
                         I know you don't think all that
                         much of what you do, like you're
                         just the annoying kid who hangs
                         around with the big guns, or
                         whatever, but the way I've always
                         seen it, you're still a part of the
                         team. You still help the big
                         picture.

               Jody reaches across the table and pats Andrew's hand.

                                   JODY (cont'd)
                         You're still my hero, Andrew. 

               Andrew smiles and relaxes a little.

                                   JODY (cont'd)
                         So! What else is new? Uh, I started
                         writing, you know, I figured maybe
                         I could tell a few stories about
                         what I saw, 'cause I reckon it'd
                         make great TV, and...

               We pull away from the scene as Jody continues talking, with
               Andrew just content to sit and listen, happy to have Jody
               around.

        18     INT. GILES' APARTMENT. DAY.                             18

               Giles is getting ready to head over to Buffy's, stuffing the
               spell books Max pointed out into a large satchel, when
               there's a KNOCK at the door. 

               Max opens it to reveal MARIE. They smile at each other as she
               steps past him, heading for Giles. Giles grins back at her,
               then glances at Max, who gets the message and steps into his
               room, out of sight.

                                   MARIE
                         Hello, Rupert! I was hoping I could
                         catch you before you left for
                         Buffy's.

                                   GILES
                         Max told me about your idea, I'm
                         just going to go and suggest it.

                                   MARIE
                         Oh, the 'trap, not kill' plan? Do
                         you think it'll work?

                                   GILES
                             (smiles)
                         I think it's marvellous.

                                   MARIE
                         I'm sorry I didn't discuss it with
                         you first, I just knew the risk of
                         getting Willow involved with a
                         spell that powerful, so I just
                         thought I'd ask for a second
                         opinion before I told you, and... 

               Marie realises she's rambling, and she and Giles share a
               brief chuckle.

                                   GILES
                         It's quite alright. How was, ah,
                         dinner?

               Marie squirms a little, not sure how much detail to go into.

                                   MARIE
                         Fine, fine. It was just a quiet
                         bite to eat, nothing particularly
                         spectacular.

                                   GILES
                         Glad to hear it. I'm not about to
                         tell you not to fraternise with Max
                         while he's still in our custody,
                         but I'm sure I don't need to stress-

                                   MARIE
                         I'm not going to get a case of
                         Stockholm Syndrome with him, if
                         that's what you're worried about!
                         He's a very charming man...
                             (beat; smiles)
                         Very charming, but it's not exactly
                         appropriate at the moment, is it?

               Giles smiles, nods and closes his bag up. A thought then hits
               him, and he looks up at Marie again.

                                   GILES
                         'At the moment'?

                                   MARIE
                             (covering)
                         Oh, ah, did I say that? Well, I,
                         er, just meant that, well...

                                   MAX (O.S.)
                         Right then, Marie! Ready to get
                         back to work?

               Max steps out of his room, and Marie looks almost relieved.
               Giles, however, purses his lips and throws his satchel over
               his shoulder.

                                   MAX(cont'd)
                         Let us know if you need anything,
                         Rupert. We'll be here most of the
                         night, I expect.

               Giles looks at them both, then with a curt nod heads for the
               door. Marie watches him go, a troubled look on her face,
               before Giles shuts the door. 

               Marie turns to see Max has already broken out the wine, and
               he pours her a glass with a smile.

        19     INT. SUMMERS RESIDENCE - LIVING ROOM. EVENING.          19

               The sun is setting, visible through the living room windows,
               as Willow sits in the centre of her circle, candles
               flickering. Her eyes are closed and she's in an almost yogic
               pose, breathing slowly and deeply. 

               Buffy watches, pacing up and down on the other side of the
               room for a few beats before Willow opens one eye to look at
               her.

                                   WILLOW
                         Um, Buffy?

                                   BUFFY
                         Yeah?

                                   WILLOW
                         Could you, uh, not do that pacing
                         thing, please? It's kinda throwing
                         me off.

               Buffy nods and sits on the sofa.

                                   BUFFY
                         Sorry.

                                   WILLOW
                             (closes eyes again)
                         It's cool. I'm about ready to
                         start.

                                   BUFFY
                         So... What's going to happen?

                                   WILLOW
                         I'll send out some feelers into the
                         area, like little blankets of
                         psychic energy. If any of them get
                         the scent, then parts of the circle
                         here'll light up, kinda the same
                         way I almost found him up in the
                         Circle. 

               Willow takes a deep breath, and starts to speak an
               incantation out loud.

                                   WILLOW (cont'd)
                         Scoperta il custode, luce il
                         sentiero a lui.

               A slight BREEZE starts to flow across the room, causing all
               the candle flames to flicker and brushing at Willow's hair. 

               As the circle of powder around her starts to GLOW a faint
               yellow, we cut to:

        20     EXT. OUTSIDE LIBRARY. EVENING.                          20

               Looking across at the run down library we last saw in the
               Teaser, the Caretaker steps into frame, cocking his head to
               the side as he looks the building up and down.

        21     INT. DISUSED LIBRARY. EVENING.                          21

               With a CRASH, the Caretaker yanks the entrance door open,
               stepping into the dark and still library. 

               He looks all around the space, surveying the lay of the land,
               then nods slowly, making his decision.

        22     INT. SUMMERS RESIDENCE - LIVING ROOM. EVENING.          22

               The glowing powder starts to focus on one quarter of the
               circle, that section glowing more intensely. Buffy sits up,
               taking notice.

                                   WILLOW
                         I'm getting a scent, I think I can
                         narrow it down as long as he's
                         stopped moving now.

               There's a knock at the door, and Buffy heads over, keeping
               one eye on Willow. She checks who's waiting outside, then
               opens the door to Jackson, who smiles at her.

                                   JACKSON
                         Here's what I'm thinking. If Buffy
                         can't come to dinner, then
                         dinner...
                             (holds up takeaway bag)
                         ... should come to Buffy!

               Buffy smiles, but glances over her shoulder, where although
               Willow is out of sight, the yellow glow can still be seen.

                                   BUFFY
                         Uh, great as that is, and it is
                         really great, I mean, thoughtful,
                         and-
                             (sniffs)
                         Is that lemon chicken?

                                   JACKSON
                             (holds up bag)
                         Crispy duck spring rolls, too. You
                         said you wanted me to surprise you!

               Jackson grins - then notices the glow coming from the living
               room. He raises an eyebrow at Buffy.

                                   JACKSON (cont'd)
                         Bad timing?

               Buffy looks from Jackson to the living room and back, then
               with a sigh steps back, holding the door open.

                                   BUFFY
                         You'd better come on in. 

               Jackson steps inside. He and Buffy head over to Willow, who
               is still narrowing down her search - a much shorter section
               of the circle is now glowing, and Willow's brow is creased,
               deep in concentration and focus.

                                   JACKSON
                         What's she doing?

                                   BUFFY
                         The Caretaker came back. Willow
                         reckons she can find it, and the
                         plan was to-

               There is a sudden GOUT OF FLAME from the circle, and Willow
               GASPS and scrambles to her feet. 

               Jackson is there in a flash, grabbing an old blanket from the
               sofa and using it to smother the flames.

               He glances down at the blanket, which now has a large scorch
               mark on it, and looks sheepishly up at Buffy.

                                   JACKSON
                         Uh, sorry - was this expensive?

                                   BUFFY
                             (sighs)
                         No, it was Andrew's. Kept him warm
                         on his all-night movie marathons.

               Jackson lays the blanket back down as Buffy goes to Willow's
               side.

                                   WILLOW
                             (groggy)
                         I found him...

               Buffy glances at Jackson, then back at Willow, as Willow
               shakes her head to regain her composure.

                                   WILLOW (cont'd)
                             (darkly)
                         I know where he is. 

               Off her suddenly fierce look, we:

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

        23     INT. SUMMERS RESIDENCE - LIVING ROOM. NIGHT.            23

               Straight back where we left off, as Willow starts gathering
               up her spell books.

                                   BUFFY
                         Okay, good work, Will, now we just
                         need to get everyone round here,
                         and we can-

                                   WILLOW
                         There's no time, Buffy! We have to
                         go now, if we lose him again, we
                         may never get another shot at
                         catching him!

                                   BUFFY
                         Somehow, I kinda doubt that. He's
                         striking me as the repeat villain
                         kind of guy.

               Willow doesn't look like she's listening as she starts
               blowing out the various candles. Buffy glances at Jackson.

                                   BUFFY (cont'd)
                         We can't just the three of us go
                         marching over there, what about my
                         plan?

                                   WILLOW
                         Buffy, I'm all for plans, but plans
                         take time. If we go now, we can
                         find him, and I can stop him.
                         Tonight.

                                   BUFFY
                         How?

                                   GILES (O.S.)
                         I'm afraid I'd have to ask the same
                         thing...

               The trio turn round - Giles has just entered the house.

                                   GILES (cont'd)
                         ... but if you'd like to wait a few
                         moments...
                             (raises satchel)
                         ... I think I know what to do.

               Buffy blinks, before we dissolve to:

        24     INT. SUMMERS RESIDENCE - LIVING ROOM. LATER.            24

               Everyone is sat down, with Giles passing a spell book each to
               Buffy, Jackson and Willow.

                                   GILES
                         It's an idea Marie had, that Max
                         managed to research and find these
                         three examples thereof.

                                   BUFFY
                         What are we looking at? Are we
                         gonna attack him with a giant
                         whirlwind?

                                   WILLOW
                             (reads)
                         A dimensional vortex...

                                   GILES
                             (nods)
                         Precisely. Marie theorised that the
                         secret to attacking the Caretaker
                         lies not in trying to physically
                         harm him, but in magically sealing
                         him somewhere, containing him and
                         keeping him under lock and key for
                         good.

                                   BUFFY
                         Great plan in theory, but where are
                         we gonna find something like that?
                         Willow doesn't think he's sticking
                         around, we're gonna have to move on
                         him tonight.

                                   GILES
                         I'm aware of that, Buffy, which is
                         why I needed to ask-

                                   WILLOW
                         You want to know if I'll do the
                         spell.

               A beat. Willow looks at them all before focusing on Giles.

                                   WILLOW (cont'd)
                         I mean, that's why you brought
                         these over, right? To ask me if I
                         can try these spells, hoping one of
                         them'll work and get rid of the
                         Caretaker?

                                   GILES
                             (choosing words carefully)
                         I know it's a lot to ask of you,
                         Willow, these are colossally
                         powerful magics and I wouldn't want
                         you to feel any pressure from-

                                   WILLOW
                             (interrupts)
                         I'll do it.

               A beat. Willow snaps her book shut.

                                   WILLOW (cont'd)
                         If it means we can take out the
                         Caretaker tonight, then I'm in.
                         I'll do it. Just point me at him,
                         and I'll do the rest.

               Giles looks over at her, then nods and takes the book away
               from her. He stands, as does Willow, but Buffy doesn't look
               convinced.

                                   BUFFY
                         Wait a minute, you can't be
                         serious? Willow can't cook up a
                         spell as big as you're making out
                         without even knowing if it'll work
                         or not, it could kill her! What if
                         it doesn't work? The Caretaker's
                         not exactly a standard demon,
                         Giles, he could finish us all off
                         if we give him an opening. I don't
                         want to risk it. My idea was all
                         about-

                                   WILLOW
                         Buffy! It's okay, I can do this. 

               Willow is smiling at last. Buffy looks at her for a long
               beat, then lowers her head and nods.

                                   BUFFY
                         You're sure?

                                   WILLOW
                         I'm sure. I mean, it's just a
                         spell, right? A big, nasty,
                         powerful spell that we're not even
                         sure is gonna work, but...
                             (beat; grins)
                         Anyway, I'll have you guys with me
                         to back me up. What could go wrong?

               We cut from Buffy's still-unconvinced look to:

        25     INT. WAREHOUSE. NIGHT.                                  25

               We're inside a large, spacious warehouse as Kane and two more
               men in suits stride inside. Floodlights overhead fill the
               space with neon light, and as Kane marches on, we start to
               pull back, taking in what's inside the warehouse. 

               There's a line of armoured cars and several squads of
               SOLDIERS, men in flak jackets and what looks like riot gear,
               all armed with large rifles. 

               The squads fall into line in front of the armoured cars,
               saluting smartly as Kane walks past. There are further sounds
               from past the row of cars, as larger trucks and technicians
               load up with bulky equipment, including two smaller squads
               sporting larger weapons like flame throwers and rocket
               launchers. 

               Kane comes to a halt before the squads, a proud grin on his
               face as he addresses them:

                                   KANE
                         Alright, men! You know what's
                         expected of you tonight. The
                         creature known as 'The Caretaker'
                         is back in Cleveland, and we have a
                         fix on its location. Our mission
                         tonight is simple - deploy, engage
                         and destroy the hostile. You'll
                         roll out in five minutes, so good
                         luck! 

               The soldiers salute again, and with a nod, Kane turns and
               strides away.

        26     EXT. CLEVELAND - STREET. NIGHT.                         26

               Buffy, Willow, Jackson, Andrew and Giles march down the
               street, Buffy leading, dressed in blacks and carrying the
               scythe as we saw earlier.

                                   WILLOW
                         It's just up ahead, take this left.

                                   BUFFY
                         You're sure about this?

                                   WILLOW
                         Absolutely, the spell I did pretty
                         much burned a map into my brain, so
                         trust me, I know where we're going.

               The gang walk on for another moment, turning into the street
               full of empty, abandoned buildings, before:

                                   XANDER (O.S.)
                         Hey! Wait up!

               Xander jogs into frame to catch up with them.

                                   BUFFY
                         Hey.

                                   XANDER
                         Sorry I'm late, Anya wanted to come
                         too so I had to spend a little
                         extra time convincing her it was
                         too dangerous.

                                   JACKSON
                         Why would she want to come along?
                         Isn't she, like, five months
                         pregnant by now?

                                   XANDER
                         Yes, and it's precisely because of
                         that that she wanted to leave.
                         She's bored stupid, apparently.

                                   BUFFY
                         So let's hope you can bring her
                         home a good story about tonight,
                         huh?

                                   XANDER
                         Anything that leaves me with all my
                         limbs and organs intact is good
                         enough for me.

                                   ANDREW
                         Don't worry, Xander, if things get
                         too, um, dramatic, we can try the
                         Harris Manuever.

                                   WILLOW
                             (points)
                         In there.

               The gang stop - they're across the street from the disused
               library. As they watch, the purple messenger spirit orbs zip
               out from inside the library.

               Buffy nods and grips the scythe tightly.

                                   BUFFY
                         Alright, everybody ready? 

               From Buffy, we cut to:

        27     INT. DISUSED LIBRARY. NIGHT.                            27

               Buffy and the gang have entered the library, and Buffy steps
               forward, staring the Caretaker down.

                                   BUFFY
                         Sorry, I'm afraid the library's
                         closed for the night. We're gonna
                         have to ask you to leave.

               The Caretaker stands, and the gang start to fan out, Buffy
               staying where she is.

                                   BUFFY (cont'd)
                         Willow, Giles, you know what to do.
                         Xander, Andrew, you're my backup.

                                   XANDER
                         What are you gong to do?

                                   BUFFY
                         Stick with my original plan. 

               A beat - then Buffy CHARGES forward, straight into the
               attack. 

               As she and the Caretaker start trading blows, we cut from the
               fight to:

        28     INT. ARMOURED CAR. NIGHT.                               28

               Driving at high speed inside one of Kane's armoured cars, the
               man himself sitting in front of a bank of video screens. A
               technician next to him monitors them.

                                   KANE
                         Do we still have a fix on its
                         location?

                                   TECHNICIAN
                         Yes, sir, twelve miles and closing.

               Kane nods and settles back down.

        29     INT. DISUSED LIBRARY. NIGHT.                            29

               As Buffy and the Caretaker fight on, Buffy doing more dodging
               than hitting as the Caretaker's powerful attacks begin
               demolishing the library's bookshelves, Willow takes her
               position. 

               She takes a deep breath and closes her eyes - then when she
               opens them, they've turned JET BLACK. 

               She raises a hand towards the Caretaker and begins the first
               spell, with Giles behind cover a few feet away.

                                   WILLOW
                             (fierce)
                         Prendre ceci mal de mon vue! 

               A crackling ball of BLACK ENERGY forms in the air before
               Willow, making her hair billow out behind her, before it
               BLASTS towards the Caretaker with a loud SCREECH. 

               The energy hits him dead on - but is absorbed into his chest.
               The Caretaker is unaffected, and turns his head towards
               Willow - but Buffy is on the ball, and a KICK to his head
               gets his attention back on her.

                                   BUFFY
                             (shouts; to Willow)
                         Come on, Will! I hit, you cast! Try
                         another one!

               Willow, panting for breath, nods and closes her eyes,
               readying the next spell.

                The Caretaker gets a solid hit in on Buffy, who staggers
               back, but Jackson is there before the caretaker can attack
               her again, SMASHING a wooden chair across its chest. 

               The Caretaker staggers back one step, enough time for Buffy
               to be up and on the offensive again.

                                   BUFFY (CONT'D) (cont'd)
                             (to Jackson)
                         Thanks!

                                   JACKSON
                         No problem!

               Willow is ready with spell number two, her eyes turning black
               again - and dark veins starting to stand out on her skin as
               she raises her hands.

                                   WILLOW
                         Carregeu meu inimigo a outro lugar!

               This time, a mini WHIRLWIND suddenly whips into life,
               surrounding the Caretaker as Buffy leaps back out of the way. 

               She gulps for breath, exhausted already, as the Caretaker
               struggles to fight its way out of the winds enveloping it.

                                   BUFFY
                         That's it, Will! It's working! It's
                         working! It's... 

               Buffy stops as the Caretaker steps calmly out of the
               whirlwind, which peters out harmlessly, the papers it had
               thrown into the air floating gently back to the ground.

               Buffy's heart sinks as the Caretaker looks across at her -
               and GRINS.

                                   BUFFY (cont'd)
                             (eyes still on Caretaker)
                         Willow?

                                   WILLOW
                         Okay, hang on! Last one! 

               Buffy raises her scythe to attack again, but before she can,
               BRIGHT LIGHT suddenly flares onto the scene, and everyone
               shields their eyes against it. 

               The Caretaker looks up as we hear an engine somewhere
               outside, growing in volume as it draws nearer, before with a
               CRASH and a shower of dust, one of Kane's armoured cars
               BURSTS through the library wall. 

               As the Scoobies - and even the Caretaker - step back, the
               sounds of several pairs of running feet are followed by a
               squad of the body armoured soldiers pouring into the library,
               all training their guns on the Caretaker with a chorus of
               CLICKS. 

               Buffy slowly backs away, squinting as a figure steps out in
               front of the lights mounted on top of the armoured car. He
               jaw drops as she sees who it is.

                                   BUFFY
                         Mr. Kane?!?

                                   KANE
                         Miss Summers! Well now, imagine my
                         surprise at seeing you here.

                                   BUFFY
                         But- what- why-

                                   KANE
                             (points at Caretaker)
                         There's your target, men, shoot to
                         kill!

               Buffy's eyes boggle, and she DIVES for cover, pulling Xander
               and Andrew to the ground as a hail of MACHINE GUN FIRE rips
               across the library. 

               Willow and Giles take shelter as bullets tear the crumbling
               bookshelves into fragments, and the Caretaker staggers back
               as dozens of bullets thud into its body. 

               After a few moments of the intense fire, the men stop - the
               Caretaker is flat on its back, motionless. Kane steps over to
               where Buffy is hiding as the soldiers reload their weapons.

                                   KANE (cont'd)
                         You see, Buffy? There's no problem
                         that a little excessive force can't
                         take care of.

               Buffy looks up at Kane, her mind racing and confused as all
               heck, as he offers a hand to help her stand up.

                                   BUFFY
                         What... What are you doing here?

                                   KANE
                         Plenty of time to explain that
                         later, Buffy. For now, let's head
                         outside while my men- 

               There is a CREAK from off screen, and as Buffy and Kane turn
               to look, they both pale.

               The Caretaker is slowly pushing itself to its feet, pausing
               to brush dust from its thick black skin. 

               The soldiers throw glances back across to Kane, edging
               backwards and not sure of what to do next.

                                   KANE (cont'd)
                         Don't just stand there, you idiots,
                         open fire! Make sure it stays down
                         this time! 

               The soldiers OPEN FIRE once again, but this time the
               Caretaker is on the move, weaving between the surviving
               bookshelves, using them as cover as the soldiers track it. 

               Buffy races over to Willow and Giles, pulling them up and
               back over to Xander and Andrew. She looks round, sudden
               panicked.

                                   BUFFY
                         Where's Jackson?

                                   XANDER
                         I don't know, I didn't see where he
                         went after Delta Force decided to
                         show up!

                                   ANDREW
                             (points)
                         There!

               They look - Jackson is racing over to them, dangerously close
               to the hail of bullets chasing after the Caretaker. 

               He's almost to safety when a bullet CLIPS his arm, and he
               pinwheels and hits the deck.
               Buffy SHOUTS in pain and grips her arm too, and Xander pulls
               her to the floor as the Caretaker barrels into the soldiers. 

               With a series of punches, it floors the majority of the
               soldiers, knocking some to the ground and sending others
               flying through the air. 

               In moments, none are left standing, and the Caretaker turns
               to look straight at Kane. 

               Kane grits his teeth and draws a large handgun from inside
               his suit, but the Caretaker doesn't advance on him. 

               It takes a step back, surveys the shattered library, then
               reaches out a hand and CUTS DOWN through the air behind it,
               opening up another of its portals. 

               Willow jumps to her feet, fear playing across her face as she
               sees the Caretaker about to escape again.

                                   WILLOW
                         No!!

               She breaks away from Buffy and the others and runs straight
               at the demon. The Caretaker turns just as she gets close, but
               as it swings an arm at her, she ducks underneath it and
               BARGES straight into the demon. 

               The Caretaker staggers back - and both the demon and Willow
               are sucked into the portal, which closes after them with a
               FLASH of light. 

               Buffy leaps up and races over.

                                   BUFFY
                         Willow! Willow!!

               But Willow is gone. As Buffy looks desperately round the
               thoroughly shredded library, we:

                                                             BLACK OUT:



                                  END OF ACT THREE
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