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        13     INT. NOA'S APARTMENT. NIGHT.                            13

               We're looking at the door as there is a KNOCK. Quinn steps
               into frame, opening the door to Faith, who blinks in surprise
               as she sees him.

                                   FAITH
                         Did I get the wrong place again?

               She registers Quinn's sombre look and quickly steps past him,
               scanning the apartment for Noa.

                                   FAITH (cont'd)
                         Where's Noa?
                             (calls out)
                         Noa?

                                   QUINN
                         She's in her room. Uh, Faith,
                         there's something you should know,
                         she-

               Faith is already heading for Noa's room.

        14     INT. NOA'S APARTMENT - NOA'S ROOM. NEXT.                14

               Faith throws the door open, and sees Noa curled up on her
               bed. All the lights are out.

                                   FAITH
                             (concerned)
                         Noa?

               She steps over to the bed, sitting on the edge.

                                   FAITH (cont'd)
                         What's going on?

                                   NOA
                             (weepy)
                         My mom's dead...

               Faith lowers her head, then awkwardly reaches out a hand,
               placing it gently on Noa's shoulder.

               She looks round to see Quinn standing in the doorway.

                                   FAITH
                         You want to tell me what happened?

                                   QUINN
                         Her mom was in town, looks like she
                         got mixed up in a robbery.

               Quinn shakes his head, finishing the story. Faith turns back
               to Noa, her face full of sympathy.

                                   FAITH
                         I'm sorry, Noa...

                                   NOA
                         That's what everyone keeps
                         saying...
                             (sniffs)
                         But it's my fault?

                                   FAITH
                         Don't be crazy.

               Noa turns round, her tear-soaked eyes looking up at Faith.

                                   NOA
                         It is! I brought it on her - the
                         last thing I said to her was 'I
                         never want to see you again!' And
                         now she's dead! This is all my
                         fault!

               Noa starts to well up again, and as Quinn hurries over, Faith
               stands, stepping away from the bed.

               Quinn holds Noa for a moment, before exchanging a look with
               Faith. We cut from the bedroom, back to:

        15     INT. NOA'S APARTMENT. NIGHT.                            15

               Back in the main living room area, Faith and Quinn sit on
               Noa's couch. Neither one knows what to say next.

                                   FAITH
                         She doesn't deserve this. She's a
                         good kid, Jon. 

                                   QUINN
                         Believe me, I hear you on that one.
                         Guess bad things still happen to
                         good people.

                                   FAITH
                         You got any leads on who did it?

                                   QUINN
                         Usual. Surveillance footage,
                         eyewitness reports. Patrol cars'll
                         probably pick them up in the next
                         few hours.

               Faith glances back over to Noa's room.

                                   FAITH
                         That ain't much help for her,
                         though.

               Faith suddenly stands, and Quinn registers the determined
               look on her face.

                                   QUINN
                         Are you going?

                                   FAITH
                         I'm gonna go see what I can find
                         out.

                                   QUINN
                             (shakes head)
                         Don't get involved, Faith. This
                         isn't anything to do with demons,
                         or vampires, or the sort of stuff
                         you're meant to handle. Let the
                         police take care of this one.

                                   FAITH
                         That's not my style, Quinn.
                         Something needs doing, I go do it.
                         End of story.

               Quinn opens his mouth to protest again, but Faith is already
               closing the door after her.

        16     INT. APARTMENT BLOCK - CORRIDOR. NIGHT.                 16

               Faith strides down the corridor, away from Noa's apartment,
               not seeing the Hooded Figure step out of the shadows behind
               her.

                                   HOODED FIGURE
                         Going somewhere, Slayer?

               In an instant, she spins round, drawing a stake and raising
               it, ready for action.

               She frowns as the Hooded Figure steps towards her.

                                   FAITH
                         Depends who's asking. 
                             (eyes him)
                         What's with the monk schtick? You
                         run out of gimmicks?

               The Hooded Figure draws back his hood, revealing a middle
               aged face, framed by long, straggly grey hair. He has
               piercing blue eyes, and looks well-built beneath the baggy
               outfit.

                                   HOODED FIGURE
                         My name is Boone. And I have a way
                         to help your friend.

                                   FAITH
                             (wary)
                         I try not to accept favours off
                         random guys who hang about in dark
                         corridors these days. A girl can
                         get a bad rep that way.

                                   BOONE
                         Noa must be suffering greatly.

                                   FAITH
                             (narrows eyes)
                         How do you know her name?

                                   BOONE
                         I confess, I have been observing
                         you for some time, and I-

               SLAM! Boone is cut off as Faith lunges forward, grabbing him
               by the throat and slamming him against the wall.

                                   FAITH
                             (seethes)
                         Observe this, Friar Tuck. I've got
                         a real short fuse tonight, so
                         unless you give me an excellent
                         reason not to throw your ass out
                         the first window I find in the next
                         five seconds, you get to find out
                         if there really is a God or not.

                                   BOONE
                             (unfazed)
                         I know of an artefact your friend
                         can use to bring her mother back.

                                   FAITH
                             (shakes head)
                         Uh-uh. Too easy. What's the catch?

                                   BOONE
                         There are two catches. Release me,
                         and I will tell you.

               Faith stares at Boone for a beat, then steps back, releasing
               him. Boone rubs his throat.

                                   BOONE (cont'd)
                         Thank you.

                                   FAITH
                         Hey, my pleasure.

                                   BOONE
                         Firstly, the object we need is
                         guarded, contained inside a small,
                         pocket dimension that I cannot gain
                         access to. Secondly, it must be
                         used within the next few hours, or
                         we will be unable to restore life
                         to Noa's mother.

                                   FAITH
                         What's in it for you?

                                   BOONE
                         I will keep the artefact after you
                         have used it.

                                   FAITH
                         What for?

                                   BOONE
                         I have my reasons.

               Faith eyes Boone for a beat, deciding whether she can trust
               him or not.

                                   FAITH
                         Alright, I'll buy it. But we have
                         to make a house call first.

                                   BOONE
                         Whatever you-

               Faith GRABS him by the font of his hood and yanks him off
               screen, as we cut back into:

        17     INT. NOA'S APARTMENT. NIGHT.                            17

               Boone is thrown unceremoniously down onto the sofa.

               Faith glares down at him, Quinn behind her, one arm round a
               still fragile-looking Noa.

                                   FAITH
                         Hit the instant replay on what you
                         just told me, for the benefit of my
                         more patient friends here.

                                   BOONE
                         I know how we can bring your mother
                         back to life, Noa.

                                   NOA
                             (confused)
                         What? But... how?

                                   FAITH
                         Saint cryptic here says there's
                         some kind of mystical doohickey we
                         can use on your mom, but we need to
                         move fast.

                                   QUINN
                             (shakes head)
                         I don't buy it.

                                   FAITH
                         Me either. But we don't have a
                         backup plan.
                             (to Noa)
                         What do you think?

               Noa stares back at Faith, still too overwhelmed to get her
               thoughts together.

                                   NOA
                         I... I don't know, I can't-

                                   BOONE
                         Please, we must move quickly, or
                         this will all be for nothing!

                                   NOA
                             (beat; nods)
                         Do it.

                                   FAITH
                             (to Boone)
                         Congratulations, you got yourself a
                         deal.

               She grabs him again, hauling him to his feet.

                                   FAITH (cont'd)
                         But just so you know, one sign of
                         anything tricky, and they're gonna
                         have to make a new word for the
                         size of the pieces I'm gonna tear
                         you into.

                                   BOONE
                         I have no interest in deceiving you
                         or your friends, Slayer. I merely
                         wish to make a mutually beneficial
                         offer to you.

               Faith stares at him, still not a hundred per cent sure about
               this, but with a glance at Noa, her mind is made up.

        18     EXT. FREEWAY UNDERPASS. NIGHT.                          18

               We're looking out across a small patch of unused land, lying
               beneath the wide-laned freeway running overhead.

               Filthy steel girders and arches raise the road above roughly
               twenty feet into the air, and there are a few bums scattered
               around, standing round roaring fires.

               Faith, Boone, Noa and Quinn walk into frame, Faith scanning
               the area for any signs of trouble.

                                   FAITH
                         What am I looking for?

                                   BOONE
                         It cannot be seen by normal means.
                         Follow me.

               Boone heads forward, down a grassy slope and onwards, beneath
               the freeway.

               Faith and Quinn follow, Quinn helping Noa down the slope as
               he hangs back to whisper to Faith.

                                   QUINN
                         Are you sure about this?

                                   FAITH
                         Some crazy-looking dude shows up,
                         tells me he can bring Noa's dead
                         mom back to life? 'Course I'm not
                         sure. But it's not like we have
                         anything left to lose.
                             (glances at Noa)
                         And I can't let her go through this
                         if she doesn't have to.

               Noa looks lost, her arms wrapped round herself as she shivers
               in the chill evening wind.

               Boone is standing by a heap of decaying crates and boxes,
               rubbing a hand against the graffiti-stained girders around
               him. Faith watches, frowning.

                                   FAITH (cont'd)
                         Still not seeing any 'dimension' so
                         far, Boone.

                                   BOONE
                         Be patient. It is a small tear in
                         this realm's fabric, well hidden
                         for good reason.

                                   FAITH
                         What am I looking for when I go in
                         there?

               Boone doesn't answer as he locates what he was after.
               Grinning, he reaches out with his hands, almost as though he
               was about to open a pair of curtains, and as he throws his
               arms to either side, the scene is filled with BLUE LIGHT.

               Boone has opened up some kind of gateway, a window out of
               thin air filled with swirling blue light and energy.

               He turns to Faith, nodding.

                                   BOONE
                         This is the way in. This will
                         transport you to the pocket
                         dimension. The object you seek is
                         called a nilsson, it is a small,
                         shaped like a soccer ball, and it
                         is white, with glowing red-

                                   FAITH
                         Yeah, yeah, I get it. What am I
                         looking at in terms of bad guys?

                                   BOONE
                         A few guards, nothing more.

                                   FAITH
                         Heard that before...

                                   BOONE
                         My magical abilities prevent me
                         from entering myself, or I would
                         join you to help.

                                   FAITH
                         I brought help with me.

               Faith draws a stake, spinning it round in her hand.

               Quinn squints, trying to make out what it is Faith is
               carrying, but luckily for her it's too dark now for him to
               see the stake.

               Faith walks up to the gateway, then with a last glance to Noa
               LEAPS through it - at which it promptly CLOSES.

               Alarmed, Quinn hurries over, drawing his gun and aiming it
               straight at Boone.

                                   QUINN
                         What's going on here? Where did she
                         go?

                                   BOONE
                             (raises hands)
                         The gateway will open when she is
                         ready to return, there is no cause
                         for alarm.

               Quinn stares at him for a beat, then lowers his gun. He turns
               and looks at Noa, who manages a half-hearted smile.

               When Quinn's back is turned, Boone grins to himself - and as
               his smirk becomes much more sinister, we cut to:

        19     INT. POCKET DIMENSION. NIGHT.                           19

               We're inside a long, twisting corridor, littered with rubble,
               a faded carpet lining the floor as the blue gateway opens in
               mid-air with a POP, and Faith sails through it.

               She regains her balance as her feet hit the ground, before
               the gateway closes again behind her.

               She looks round, taking in her bearings - the corridor looks
               like part of an abandoned castle, with empty picture frames
               hanging on the walls, and dozens of doors lining both sides
               of the corridor.

               Her stake still at the ready, Faith starts to pace forward,
               her senses alert.

               She tenses as she hears a door OPEN behind her.

               Faith whips round to see two GUARDS, hunched, demonic figures
               in full armour and carrying long spears, step out of one of
               the many doorways.

               They see her and point, starting to shuffle towards her.
               Faith allows herself a grin.

                                   FAITH
                         Just a few guards, huh? Piece of
                         cake.

               But as if to answer her, we suddenly hear another door open -
               and another, and another - dozens more, in fact, and as Faith
               turns round, her heart sinks as she sees that the previously
               deserted corridor is now filled with many, many more of the
               armoured demons.

               Close on Faith as she SIGHS.

                                   FAITH (cont'd)
                         Aw, crap.

                                                             BLACK OUT:



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

        20     EXT. FREEWAY UNDERPASS. NIGHT.                          20

               Noa is sitting on top of one of the empty crates, watching
               Quinn as he paces up and down. Quinn throws glances over to
               the location of the gateway every few seconds, where Boone
               patiently stands and waits.

                                   QUINN
                         Shouldn't she be back by now?

                                   BOONE
                         Have patience.

                                   QUINN
                         That's all you keep saying! Don't
                         you have any way of finding out if
                         she's okay in there, or-

                                   BOONE
                         I have told you, my magic cannot
                         penetrate the dimension.

                                   QUINN
                         Well, if that's the case, how did
                         your object, your nilsson or
                         whatever it was called, get lost in
                         there?

                                   BOONE
                         It was stolen from me. I am a
                         warlock who deals in life an death
                         by trade, attempting to help
                         maintain the balance. 

                                   QUINN
                         What 'balance'?

                                   BOONE
                             (grins)
                         I'm afraid it is too complex a
                         concept for your mind to conceive.

                                   QUINN
                             (defiant)
                         Try me.

               Boone just smiles back at Quinn, who is distracted as Noa
               calls out to him. With a last suspicious glance at Boone, he
               heads back over to her.

                                   QUINN (cont'd)
                         What is it?

                                   NOA
                         Jon, I know you're just worried,
                         but please, just wait a little
                         longer. Faith'll be okay.

                                   QUINN
                         I don't trust that guy.

                                   NOA
                         I don't even know why we're out
                         here - my body hasn't even managed
                         to process the fact that my
                         mom's...
                             (trails off)
                         Look, today's just been full
                         strength crazy from start to
                         finish, so let's just take a little
                         bit of downtime where we can get
                         it, okay?

               Quinn looks at her for a beat, then nods, taking her hands in
               his own and squeezing.

               As she manages a small smile back at him, we cut to:

        21     INT. POCKET DIMENSION. NIGHT.                           21

               Faith is up to her elbows in the guards, swinging punches and
               kicks in all directions as she tries to fight her way
               forwards.

               Grabbing the spear of one and using it to swing him round
               into a group more, she clears enough of a path to race
               forward - and she finally spots what she's here for.

               Up ahead, at the end of the long, ramshackle corridor she's
               in, is a small pedestal, on top of which sits the nilsson, a
               small, soccer ball shaped object, just how Boone had
               described it.

                                   FAITH
                             (grins)
                         Paydirt.

               She sprints forward, dodging past a few stray spears as more
               guards step out into the corridor after her.

               She reaches the pedestal in a few beats, snatching the
               nilsson up and turning back round.

               The corridor is literally filled with the armoured demon
               guards now, swarming towards her.

                                   FAITH (cont'd)
                             (mutters)
                         Okay, looks like this is gonna get
                         pretty intense...

               Faith is suddenly bathed in BLUE LIGHT from somewhere to her
               left, and she glances across to see that a second GATEWAY has
               opened up for her!

               She turns and throws a grin back to the demons as they charge
               towards her.

                                   FAITH (cont'd)
                         Sorry, boys. Gotta run.

               Faith dashes towards the Gateway and LEAPS through it,
               disappearing from view just as a hail of SPEARS slam into the
               walls around where she was standing.

               The Gateway quickly closes back up, and we cut back to:

        22     EXT. FREEWAY UNDERPASS. NIGHT.                          22

               With a POP, a smaller gateway window opens, depositing Faith
               back on the ground with a THUD.

               Quinn and Noa hurry over as she picks herself back up, the
               cuts and scratches all over her showing signs of the fight
               she was just in.

                                   NOA
                         Faith! Are you alright?

               Faith nods as Quinn helps her to her feet.

                                   FAITH
                         Yeah. Sorry I took so long, had
                         some company.

                                   BOONE (O.S.)
                         And you have retrieved the nilsson!
                         Excellent.

               Faith turns as Boone steps into frame, his greedy eyes on the
               nilsson in Faith's hands.

               Faith looks down at it, glaring back up at Boone before
               THROWING it to him, and he catches it in both hands.

                                   FAITH
                         There's your gizmo, Boone.

                                   BOONE
                         Tha-

               WHACK! Faith floors Boone with one solid punch.

                                   NOA
                             (shocked)
                         Oh, my God! Faith, what are you
                         doing?

               Faith steps over to the stunned Boone and drags him back to
               his feet, seething with rage.

                                   FAITH
                         'A few guards'? You lyin' sack of-

                                   BOONE
                         Please! I had no way of knowing if
                         they had increased their forces
                         since I was last able to gain
                         access!

               Faith narrows her eyes, glaring at Boone for a beat, but she
               eventually releases him.

                                   FAITH
                         Alright. Because you said you could
                         help Noa, I'll let that one slip.
                         But don't you ever pull anything
                         like that on me again.

               Boone nods, looking at the nilsson and then to Noa.

                                   BOONE
                         Come with me. We do not have much
                         time left if we are to resurrect
                         your mother.

               Noa glances at Faith, as if looking for permission.

                                   FAITH
                         Go. Your loverboy here can help you
                         out.

                                   NOA
                         Where are you going?

                                   FAITH
                         I'm gonna try and find Gabriel. I
                         get the feeling there's something
                         else I can get him to tell me
                         tonight.

               And we cut from Faith's determined look to:

        23     EXT. NY STREET. NIGHT.                                  23

               Worn out by her fight, Faith heads along a quiet part of
               town, approaching one of the city's freeway bridges.

               She hears some sort of commotion up ahead and looks over.

               Further on, towards the bridge itself, she can see the blue
               and red flashing lights of a large collection of police cars,
               and with a curious frown she heads over.

        24     EXT. BRIDGE. NIGHT.                                     24

               The bridge itself is sectioned off by a line of squad cars at
               either end, traffic backed up for half a mile as a result.

               Faith pushes her way through the crowd of onlookers to get
               closer to the barricades, calling out to get the attention of
               the nearest cop, OFFICER HOWARD.

                                   FAITH
                         What's going on?

                                   HOWARD
                         Some crazy hijacked one of the late
                         buses, drove it the wrong way
                         straight down the bridge. Knocked a
                         bunch of cars out of his way, then
                         lost control.

               Faith peers further down the bridge - and her eyes widen as
               she sees the long, silver city bus, teetering halfway over
               the edge of the bridge!

               There's a long drop down to the river below, and the concrete
               and steel of the bridge GROANS as it tries to keep the bus'
               weight up.

                                   FAITH
                         Is anyone still on the bus?

                                   HOWARD
                         We're not sure. Maybe. Till then,
                         nobody gets onto this bridge, so
                         I'm sorry, ma'am, but you're gonna
                         have to find another way round.

               Faith nods and steps away, using the crowd to disappear from
               view.

               When she's sure she's out of sight, she starts to sneak
               forward, using the assembled parked cars and pedestrians for
               cover as she reaches the police barricades again.

               Glancing over the edge of the bridge, Faith deftly swings
               over the lip, one hand on the guard rail running along it,
               and crouches down, using the side of the bridge to keep
               herself hidden from view.

               It doesn't take Faith long to get much closer to the middle
               of the bridge, carefully making her way along the wrong side
               of the guard rail, keeping her eyes on the bus.

               As she draws closer, the bus SHIFTS a little, rocking back
               and forth, and Faith hears the panicked SCREAMING of the bus'
               passengers.

               She carefully lifts her head up for a closer view, and makes
               out six people spread across the passenger seats - and one,
               larger figure slumped in the driver's seat.

               Slipping over the barrier and back onto the bridge, she makes
               her way over to the bus, using the abandoned cars dotted
               around to stay out of sight of the police.

               She's about ten feet away when the person in the driver's
               seat suddenly wakes up, scrambling to his fee and pressing
               himself against the windows.

               Faith boggles - it's a VAMPIRE!

               Blood streaks its face, presumably injuries from the ride
               down the bridge, if the smashed cars in the bus' wake are
               anything to go by, and the vamp's wild eyes look out across
               the bridge.

                                   VAMPIRE
                         I can small you, Slayer! I know
                         you're out there!

               Faith freezes, glancing over her shoulder - looks like the
               cops are too far away to hear anything, but she stays out of
               sight just in case.

                                   VAMPIRE (cont'd)
                         I'm gonna kill 'em all! I'm gonna
                         drain every single one of these
                         human pigs, just for you!

               Faith grits her teeth and steps out into view.

                                   FAITH
                         Alright, you want me? Here I am.

                                   VAMPIRE
                             (hisses)
                         I knew it!

                                   FAITH
                         Let the people on the bus go, and
                         we'll settle this. You against me.
                         No tricks.

                                   VAMPIRE
                         No, that's not how this works!

               The Vampire starts to laugh, a high-pitched, shrill cackle
               that makes Faith wince.

                                   FAITH
                         So what? You drop yourself into the
                         river? What good does that do?
                         Don't you wanna take a piece of
                         Slayer meat home to show your
                         friends?

                                   VAMPIRE
                         Oh, there'll be time for that.

               The bus SHIFTS forward a little again, and as the Vampire
               inside starts to HOWL with manic laughter, we cut from
               Faith's increasingly worried expression to:
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