Sunnydale After Dark
Once More With Feeling Transcript
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Written by: Joss Whedon
Directed by: Joss Whedon
Airdate: Nov 6, 2001


GILES VOICEOVER: Previously on Buffy the Vampire Slayer...

Buffy tied up in Spike's dungeon.

SPIKE: I love you.

BUFFY: Oh my god.

Willow and the others doing the spell to revive Buffy.

WILLOW: Here lies the warrior of the people. Let her cross over.

Buffy's corpse regenerating.

Buffy talking to Spike in the alley.

BUFFY: I think I was in heaven. I was torn out of there, by my friends. They can never know.

GILES: We can't ignore this kind of behavior.

Dawn stealing a coin at the magic shop.

GILES: Something needs to be done before it spins out of control.

BUFFY: I'm glad you're here to take care of it.

XANDER: We're getting married.

TARA: Congratulations.

Willow doing a spell.

TARA: Willow, you are using too much magic.

Willow and Tara in the bedroom.

TARA: Can we not do this now?

WILLOW: Just ... forget it ever happened.

Willow picking up the forget herb.

WILLOW: Forget.

No actual teaser. Just "Previously," then wolf howl and opening credits. The opening credits and music are done in the style of a 1950s musical.

Special Guest Star Anthony Stewart Head. Guest Starring Hinton Battle and Amber Benson as Tara. Original songs, music and lyrics by Joss Whedon, produced and arranged by Jesse Tobias and Christophe Beck. Score by Christophe Beck. Choreography by Adam Shankman. Written and directed by Joss Whedon.


Act I


Open in Buffy's bedroom, morning. The words "Once More, With Feeling" splash across the screen in the style of an old movie musical. Pan down to reveal an old-fashioned alarm clock (the kind with actual bells). The clock hits 7:00 and the alarm goes off.

Reveal Buffy in bed, rolling over to glare at the clock. She reaches over, picks it up, looks at it.


The overture music is a medley of the musical themes from the rest of the episode. As it plays, we see the following action:

Begins with Willow walking across her bedroom, then she turns and goes back the way she came. Grabs a sweater from a chair and exits into the bathroom. As she goes, we see Tara making the bed. She finds the herb that Willow used to do the "forget" spell. Tara picks it up, sniffs it, smiles.

Pan to the hallway. Dawn runs out of her room and over to the bathroom door. She knocks on the door while jumping from foot to foot as if she has to pee. Willow comes out of the bathroom brushing her hair. Dawn rushes into the bathroom.

Pan across the hallway again to reveal Buffy still lying in bed, awake.

Cut to the magic shop. Overture music continues. Xander and Anya are looking at a bridal magazine, smiling and talking (we don't hear their dialogue). A customer comes over and Anya escorts her toward the cash register.

Pan across to Dawn standing by the bookshelves looking at a book. Giles comes over and takes the book away. Dawn looks annoyed. Giles gestures with the book and she walks off.

Pan to the round table where we see Willow and Tara looking at a book together and taking notes. Pan further and we see Buffy sitting next to Tara, sketching on a pad.

Giles comes over and holds a large axe in Buffy's line of sight. Then he gestures with his head toward the back and walks away. Buffy puts down her sketch pad, gets up and follows Giles toward the workout room, taking off her sweater as she goes.

End Overture.

Cut to the graveyard, night. Buffy walks along, looking around. Suddenly she begins to sing!

Song: "Alive"

BUFFY: (verse one)

Every single night, the same arrangement

I go out and fight the fight.

Still I always feel this strange estrangement

Nothing here is real, nothing here is right.

A vampire appears from behind a gravestone, rushes at Buffy. She spins him around, continues singing.


I've been making shows of [punch] trading blows

Just hoping no one knows [kick, grabs vampire and throws him behind her]

That I've been going through the motions

Walking through the part.

Buffy pulls a stake from her jacket pocket. The vamp attacks her from behind and she stakes him without looking back.

BUFFY: Nothing seems to penetrate my heart.

She resumes walking and singing.

BUFFY: (verse two)

I was always brave, and kind of righteous.

Now I find I'm wavering.

We see two vampires and a demon gathered near a tree. There's a person tied to the tree. The vampires see Buffy and attack.


Crawl out of your grave, you'll find this fight just [punches a vampire]

Doesn't mean a thing. [punches second vamp]


She ain't got that swing.

The vamp punches Buffy and she goes down. A sword is stuck in the ground beside her. She lies there on her back. Sound of crickets chirping.

BUFFY: Thanks for noticing.

She continues lying there as the two vamps and the demon begin to do a dance.


She does pretty well with fiends from hell

But lately we can tell [Buffy gets up and grabs the sword]

That she's just going through the motions


Going through the motions.

Buffy pulls Vamp 1 away, cuts off his head with the sword.

VAMP 2: Faking it somehow. [Buffy pushes him aside, stabs the demon]

DEMON: She's not even half the girl she- [looks down at his wound] ow.

The demon falls over. Buffy continues walking, holding the sword.


Will I stay this way forever?

Sleepwalk through my life's endeavor?

She uses the sword to cut the ropes that are tying the person to a tree. The person comes around the tree trunk and we see it's a very good-looking man.


How can I repay-



She turns away, tosses the sword aside and continues walking.


I don't want to beeeeee...

[walks up onto a raised platform ringed by statues, stops]

Going through the motions

Losing all my drive.

I can't even see

If this is really me

And I just want to be-

Vamp 2 attacks her and she stakes him. He explodes into dust which forms an artful cloud, obscuring Buffy from view, then clears as she sings the final word.

BUFFY: Aliiiiiive.

End of song "Alive." Wide aerial shot of Buffy standing amidst the gravestones.

Cut to magic shop, day. The bell jingles. Buffy enters.

GILES: (O.S.) Good morning, Buffy!

We see Willow and Tara standing by the counter. Giles in background.

WILLOW: Oh, hey, did Dawn get off to school all right?

BUFFY: (distracted) What? Oh, uh, yeah. I think so.

Buffy walks farther into the store. We see Xander sitting at the round table holding a donut in each hand.

XANDER: Respect the cruller. And tame the donut!

Anya passes by en route to the counter.

ANYA: That's still funny, sweetie.

Anya goes behind the counter. Giles looks in the box of donuts, takes one out, takes a bite.

BUFFY: So, uh, no research? Nothing going on? Monsters or whatnot?

Giles and Xander shake their heads "no," continue eating donuts.

BUFFY: Good! Good. (awkwardly) Uh, so, did anybody ... uh ... last night, you know, did anybody, um ... burst into song?

Giles stops chewing. Everyone stares at Buffy for a moment.

XANDER: Merciful Zeus!

Willow, Tara, and Anya rush over. Everyone talks at once.

WILLOW: We thought it was just us!

GILES: Well, I sang but I had my guitar at the hotel...

TARA: It was bizarre. We were talking and then it was like-

BUFFY: Like you were in a musical!

TARA: Yeah!

GILES: That would explain the huge backing orchestra I couldn't see and the synchronized dancing from the room service chaps.

WILLOW: We did a whole duet about dish washing.

ANYA: And we were arguing and, and then everything rhymed and there were harmonies and the dance with coconuts.

WILLOW: There was an entire verse about the cous-cous.

XANDER: It was very disturbing.

[The above is everyone talking at once.]

GILES: (to Buffy) What did you sing about?

BUFFY: (pauses) I don't remember. But i-it seemed perfectly normal.

XANDER: But disturbing. And not the natural order of things, and do you think it'll happen again?

GILES: I don't know. I should look into it.

WILLOW: With the books.

TARA: Do we have any books on this?

XANDER: Well, we just gotta break it down. Look at the factors before it happens again. Because I for one-

[Giles begins to sing, interrupting Xander.]

Song: "I've Got A Theory"


I've got a theory

That it's a demon

A dancing demon!

No, something isn't right there.


I've got a theory

Some kid is dreamin'

And we're all stuck inside his wacky Broadway nightmare. [Tara doing "jazz hands"]


I've got a theory we should work this out.


It's getting eerie, what's this cheery singing all about?

XANDER: [jumps up]

It could be witches!

Some evil witches! [sees Willow's and Tara's expressions]

Which is ridiculous, 'cause witches they were persecuted,

Wicca good and love the earth and woman power and I'll be over here. [sits]

ANYA: I've got a theory! It could be bunnies!

Silence. The others just stare at her. Sound of crickets chirping.

TARA: I've got a-

Suddenly the tune changes to a frantic hard-rock beat with electric guitar and a roving spotlight that waves crazily over Anya.

ANYA: (shrieking a la Alanis Morissette)

Bunnies aren't just cute like everybody supposes!

They've got them hoppy legs and twitchy little noses!

And what's with all the carrots?

What do they need such good eyesight for anyway?

[playing air guitar]



It must be bunnies!

Fireworks go off all around her, then the smoke clears away. The others continue simply staring.

ANYA: (back to original melody)

Or maybe midgets.

WILLOW: (quickly sits down beside Giles and opens a book)

I've got a theory we should work this fast.


Because it clearly could get serious before it's passed.

Giles gets up, starts to climb the stairs to the loft.

BUFFY: I've got a theory. It doesn't matter.

Giles pauses, turns back. Everyone looks at Buffy.


What can't we face if we're together?

What's in this place that we can't weather?


We've all been there.

The same old trips

Why should we care?


What can't we do if we get in it?

We'll work it through within a minute.

Buffy looks at Giles throughout this. He watches her too and finally joins in.


We have to try

We'll pay the price

It's do or die


Hey, I've died twice.

Giles smiles, comes down off the ladder.

ALL: What can't we face if we're together?

GILES: (descant) What can't we face...

ALL: What's in this place that we can't weather?

GILES: ...if we're together...

ALL: There's nothing we can't face.

ANYA: (sits) Except for bunnies.

End of song "I've Got A Theory."

XANDER: (sits) See, okay, that was disturbing.

WILLOW: (sits) I thought it was neat.

BUFFY: So what is it? What's causing it?

GILES: I thought it didn't matter.

BUFFY: Well, I'm not exactly quaking in my stylish yet affordable boots, but there's definitely something unnatural going on here. And that doesn't usually lead to hugs and puppies.

ANYA: Well, is it just us? I mean, is it only happening to us? (Buffy turns away) 'Cause that would probably mean a spell or-

Buffy goes to the door, opens it. The bell jingles.

Cut to the street. A man (BTVS writer/producer David Fury) stands in the street holding a shirt in a dry-cleaning bag.

DAVID: (sings) They got ... the mustard ... out!

We see a whole crowd of people standing in dance formation holding dry-cleaning bags. They do a synchronized dance, waving the clothing around.

CROWD: (sings) They got the mustard out!

Buffy turns back into the store, closes the door.

BUFFY: It's not just us.

Cut to later. Dawn enters the store wearing a huge smile.

DAWN: Oh my god. You will never believe what happened at school today.

Reveal the rest of the gang sitting around the table looking at books.

BUFFY: Everybody started singing and dancing?

Dawn looks disappointed.

DAWN: I gave birth to a pterodactyl.

ANYA: Oh my god, did it sing?

Shot of Willow and Tara whispering to each other.

DAWN: So, you guys too, huh? (walks closer)

XANDER: So what'd you guys sing about?

DAWN: (sighs) Math.

Dawn puts down her backpack, sits on a stool by the counter. We see Willow whispering in Tara's ear.

TARA: (loudly) Tha-That's right! The, the volume. The text.

GILES: What text?

WILLOW: The volume-y text. You know? The, the (mumbles) report.

XANDER: The what now?

TARA: Oh, there's just a few volumes back at the house that deal with mystical chants, bacchanals.

Dawn glances at the counter, sees a necklace lying there.

TARA: It might be relevant.

WILLOW: Yeah, we could, um-

GILES: Well, I'm a hair's breadth from investigating bunnies at the moment, so I'm open to anything.

Dawn furtively picks up the necklace and puts it in her pocket.

WILLOW: Great, we'll, uh, go check it out and uh, we'll give you a call.

TARA: Yeah, this could blow the whole thing wide open.

Cut to Willow and Tara walking through a park. It's sunny and beautiful. Green grass, blue sky, etc.

TARA: Do we have any books at all at home?

WILLOW: Well, who wants to be cooped up on a day like this? The sun is shining, there's songs going on...

A couple of young men walk by and look at Willow and Tara as they pass.

WILLOW: ...those guys are checking you out.

TARA: What? (turns to look) Wh-What are they looking at?

WILLOW: The hotness of you, doofus.

TARA: Those boys really thought I was hot? (looks back at them again)

WILLOW: Entirely.

TARA: Oh my god. I'm cured! I want the boys!

Tara makes like she's going to run after the guys. Willow grabs her and pulls her back. Tara giggles.

WILLOW: Do I have to fight to keep you? 'Cause I'm not large with the butch.

They stand underneath a tree, leaning on a wooden railing.

TARA: I'm just ... not used to that. They-they were really looking at me?

WILLOW: (fondly) And you can't imagine what they see in you.

TARA: I know exactly what they see in me. You.

Song: "I'm Under Your Spell"

TARA: (verse one)

I lived my life in shadow

Never the sun on my face.

It didn't seem so sad, though

I figured that was my place

Now I'm bathed in light

[walking out from the shade, lifting her face to the sun]

Something just isn't right

I'm under your spell

How else could it be

Anyone would notice me?

It's magic, I can tell

How you set me free

Brought me out so easily.

Pan across a little stream with a bridge over it. Willow and Tara are on the bridge. Tara takes Willow's hand and they walk off the bridge onto a path, holding hands.

TARA: (verse two)

I saw a world enchanted

Spirits and charms in the air.

Tara makes a gesture with her arm and sparkles appear, following her hand with a little tinkling noise.


I always took for granted

I was the only one there.

Willow makes some even more impressive sparkles with her hand, ending in a small shower of sparks surrounding them both. They smile at each other.


But your power shone

Brighter than any I've known.

Tara spins away from Willow. We see a small pond at the edge of the grass. Tara begins to dance.


I'm under your spell

Nothing I can do

You just took my soul with you

A couple of young women are on the grass sunbathing in the background. They get up and begin dancing in sync with Tara.


You worked your charms so well

Finally, I knew

Everything I dreamed was true

You made me believe.


Ahhh, ahhh, ahhh (etc...)

Willow and Tara spin around in each other's arms. Suddenly they are in their bedroom. They sit down on the bed and look lovingly at each other. The music and background "ahh, ahh" continues.


The moon to the tide

I can feel you inside

I'm under your spell [lies down on the bed]

Surging like the sea [Willow leans over her, smiles]

Wanting you so helplessly

I break with every swell [Willow moves downward, disappears out of shot]

Lost in ecstasy

Spread beneath my willow tree

You make me complete!

Tara's body slowly rises up and hovers over the bed.


You make me complete

You make me complete

You make me...

Cut back to the magic shop. Everyone still looking at books.

XANDER: I bet they're not even working.

BUFFY: Who now?

XANDER: Willow and Tara. You see the way they were with each other? The get-a-roominess to them? I bet they're- (glances at Dawn, catches himself) Singing. They're probably singing right now.

GILES: I'm sure Willow and Tara are making every effort.

XANDER: Oh, yeah.

BUFFY: Xander.

DAWN: Buffy, it's okay. I do know about this stuff. Besides, it's all kinda romantic.

BUFFY/XANDER: No it's not!

DAWN: Come on! Songs, dancing around. What's gonna be wrong with that?

Cut to the Bronze. It's dark. A man is tap-dancing across the floor. Cut closer and we see that his expression is scared and desperate. He continues dancing and suddenly bursts into flame, screaming.

He falls to the floor in front of a pair of feet in red shoes and red pants.

Pan up to reveal a demon in a red suit, with red skin and a pointy chin.

SWEET: That's entertainment.



Act II


Open on exterior shot of Xander's apartment building.

XANDER VOICEOVER: You want some breakfast, baby?

Cut to the bedroom. Xander and Anya still in bed.

ANYA: You don't have to go to work?

XANDER: Nah, I shut the crew down for the day. My guys start dancing around me, I don't know if I can deal. It's a flab thing. So, waffles?

ANYA: Will you still make me waffles when we're married?

XANDER: No, I'll only make them for myself, but by California law, you will own half of them. (kisses her) Hey, how about omelettes? I could do an omelette. I've almost got that-

Xander continues talking unintelligibly as Anya sits up and begins to sing to the camera.

Song: "I'll Never Tell"


This is the man that I plan to entangle

Isn't he fine?

My claim to fame was to maim and to mangle

Vengeance was mine!

But I'm out of the biz

The name I made, I'll trade for his

The only trouble is [pauses, shakes her head]

I'll never tell.

Anya gets up and walks off. Xander sits up in bed and sings to the camera.


She is the one

She's such wonderful fun

Such passion and grace.

Anya returns, sits beside him to put on her slippers. Xander fondles her knee.


Warm in the night when I'm right in her tight- [catches himself]

Embrace! Tight embrace! [hugs her]

I'll never let her go [Anya putting slippers on]

The love we've known can only grow

There's just one thing that - no.

I'll never tell.


'Cause there's nothing to tell.

Cut to the two of them leaving the bedroom, emerging into the living room.


He snores.


She wheezes.


Say 'housework' and he freezes.

XANDER: [opens the fridge]

She eats these skeezy cheeses that I can't describe.

Xander picks up a green cheese, sniffs it and makes an "ew" face.


I talk, he breezes.


She doesn't know what 'please' is.


His penis got diseases from a Chumash tribe! [Xander looks annoyed, closes fridge]


The vibe gets kind of scary


Like she thinks I'm ordinary


Like it's all just temporary


Like her toes are kind of hairy

BOTH: [giving each other fake smiles]

But it's all very well

'Cause god knows, I'll never tell!

Xander opens the newspaper. The headline on the front page reads: MAYHEM CAUSED. MONSTERS CERTAINLY NOT INVOLVED, OFFICIALS SAY.


When things get rough, he

Just hides behind his Buffy! [Xander gives her a look]

Now look, he's getting huffy

'Cause he knows that I know.


She clings

She's needy

She's also really greedy

She nev-


His eyes are beady!


This is my verse, hello!


Anya begins to dance in flapper style.

ANYA: (spoken) Look at me! I'm dancing crazy!

Xander joins the dance and they dance together around the apartment.


You know...


You're quite the charmer.


My knight in armor.


You're the cutest of the Scoobies

With your lips as red as rubies

And your firm yet supple- [catches himself]

Tight embrace!

They resume dancing, then go to opposite sides of the dining room table and sit.


He's swell


She's sweller


He'll always be my feller


That's why I'll never tell her that I'm petrified.


I've read this tale

There's wedding, then betrayal

I know there'll come the day I'll want to run and hide.

They get up, crawl across the table toward each other.


I lied

I said it's easy

I've tried

But there's these fears I've can't quell

They sit with their backs pressed against each other.


Is she looking for a pot of gold?


Will I look good when I've gotten old? [stands up]


Will our lives become too stressful if I'm never that successful?


When I get so worn and wrinkly that I look like David Brinkley?

They get up, resume dancing.


Am I crazy?


Am I dreamin'?


Am I marrying a demon?


We could really raise the beam in making marriage a hell!

So, thank god, I'll never tell!

I swear that I'll never tell!

They walk around the table, toward the couches in the living-room area.


My lips are sealed


I take the Fifth


Nothing to see

Move it along


I'll never


They both fall back onto the sofa, clutching each other and laughing fake Hollywood-musical laughs.

End of song "I'll Never Tell."

Cut to the street. Anya and Xander are on either side of Giles, all walking down the street. Anya and Xander both talking at once.

XANDER: It's a nightmare.

ANYA: It has to be stopped.

XANDER: It's a plague. It's like a nightmare about a plague.

ANYA: It was like we were being watched.

XANDER: It's like, I didn't wanna be saying things-

ANYA: Like there was a wall missing-

XANDER: -but they just kept pouring out.

ANYA: -in our apartment.

XANDER: And they rhymed and they were mean and

ANYA: Like there were only three walls and not a fourth wall and

XANDER: My eyes are not beady!

ANYA: My toes are not hairy!

They stop talking over each other.

XANDER: Giles, you've got to stop it.

GILES: Well, I am looking into some leads, and I-

ANYA: It's just, clearly our number is a retro pastiche that's never going to be a breakaway pop hit.

XANDER: Work with me, British man. Give me an axe and show me where to point it.

We hear a woman singing but we can't see her or make out the words yet.

GILES: Well now, Xander, it's not quite that simple. But I have learned about some disturbing things. Basically-

They continue talking in the background as we focus on a woman (BTVS executive producer Marti Noxon) who is standing by her car singing to a policeman. The cop is writing her a parking ticket and we see that her car is parked next to a fire hydrant. As she sings we can see Giles, Xander, and Anya standing and talking in background.


I'm asking you please no

It isn't right, it isn't fair

There was no parking anywhere

I think that hydrant wasn't there

[cop gives her the ticket]

Why can't you let it go?

I think I've paid more than my share...

She continues singing in the background as Xander, Anya, and Giles resume walking and talking.

XANDER: As in burnt up? Somebody set people on fire? That's nuts!

ANYA: I don't know. One more verse of our little ditty and I would've been looking for a gas can.

GILES: Well, clearly emotions are running high. (We see people in background dancing together) But as far as I can tell these people burnt up from the inside, spontaneously combusted. (Three street sweeper men in background dancing with brooms) I've only seen the one. I was able to examine the body while the police were taking witness arias.

XANDER: Okay, but we're sure that the things are related: the singing and dancing, and burning and dying.

They stop walking. The street sweepers continue their dance in background.

GILES: We're not sure of much. Buffy's looking for leads at the local demon haunts, at least ... in theory she is, but ... she doesn't seem to-

XANDER: She's easing back into it. We pulled her out of an untold hell dimension. Ergo the weirdness. The important thing is to be there for her.

GILES: (shakes head) I'm helping her as much as I can, but, uh...

Anya pats Giles awkwardly on the shoulder.

Cut to Spike's crypt. Buffy enters. Spike emerges from his underground lair.

SPIKE: The sun sets and she appears. (climbs up the rest of the way) Come to serenade me?

BUFFY: So you know what's going on.

SPIKE: Well, I've seen some damn funny things in the last two days. A 600 pound Chirago demon making like Yma Sumac, that one will stay with you. I remain immune, happy to say. (holds up a bottle of whiskey) Drink?

BUFFY: A world of no. (sits) So any idea what's causing this?

SPIKE: (disappointed) Oh. So that's all. You've just come to pump me for information.

BUFFY: What else would I wanna pump you for? (cringes) I really just said that, didn't I?

SPIKE: Yeah, well ... don't wanna bore you with the small talk.

Spike walks to the door, opens it and turns toward Buffy.

SPIKE: Don't know a thing.

BUFFY: (frowns) What's up? You're all bad moody.

SPIKE: Nothing. Glad you could stop by.

He makes a gesture toward the door. Buffy stays seated, looks at him.

SPIKE: (defensive) It's nothing.

BUFFY: What?

Song: "Rest In Peace"


(verse one)

I died

So many years ago.

[Spike looks surprised to hear himself singing. Buffy rolls her eyes]

But you can make me feel

Like it isn't so [shakes his head, closes the door]

And why you come to be with me

I think I finally know

Mmm, mmm.

(verse two)

You're scared.

Ashamed of what you feel

[Buffy not looking at him]

And you can't tell the ones you love

You know they couldn't deal

[Now she looks at him, frowns]

Whisper in a dead man's ear,

It doesn't make it real. [points to his head]

Buffy looks at him, then looks away. Spike rolls his eyes in annoyance.


(verse three)

That's great.

But I don't wanna play. [walks over to a coffin]

'Cause being with you touches me

More than I can say.

But since I'm only dead to you [jumps up to sit on the coffin]

I'm saying stay away [lies down on the coffin, crosses arms over his chest]

And let me rest in peace.

Spike jumps up and the song takes on an angry rock beat for the refrain.

SPIKE: (refrain)

Let me rest in peace

Let me get some sleep

[grabs whiskey bottle and throws it against the wall. Buffy jumps up]

Let me take my love and bury it

In a hole six foot deep

I can lay my body down [advancing on Buffy]

But I can't find my sweet release

[turns away from her with an angry gesture]

So let me rest in peace!

Buffy looks annoyed, turns toward the door, but Spike intercepts her.

SPIKE: (verse four)

You know

You've got a willing slave [goes to his knees]

And you just love to play the thought

That you might misbehave. [Buffy rolls her eyes]

But till you do I'm telling you, [stands up]

Stop visiting my grave


And let me rest in peace.

Spike yanks the door open again.

Cut to the graveyard. A group of men carry a coffin along. A few dozen yards away we see Spike and Buffy walking along side-by-side.

SPIKE: (bridge)

I know I should go

But I follow you like a man possessed

There's a traitor here beneath my breast

[exchanges a look with Buffy]

And it hurts me more than you've ever guessed [looking at Buffy]

If my heart could beat, it would break my chest

[they stop walking]

But I can see you're unimpressed

[angrily] So leave me be.

Spike jumps up onto the coffin being carried by the men.

SPIKE: (refrain)

And let me rest in peace

Let me get some sleep

The pall-bearers tip the coffin and Spike tumbles off the end of it, bounces to his feet and shifts into game face.


Let me take my love and bury it

In a hole six foot deep

He rampages through the mourners, tossing their folding-chairs aside. The people scatter.


I can lay my body down

But I can't find my sweet release...

He grabs the priest, stares at him. Buffy comes up behind Spike, grabs him and turns him around.

Spike and Buffy tumble backward into the open grave. Spike lands on his back with Buffy on top of him. He's back in human face.


Let me rest in peace.

Why won't you

Let me rest in peace?

End of song "Rest In Peace."

They still lie in the grave with Buffy on top. She stares at Spike for a moment, then gets off him, leaps out of the grave and runs off. Spike pokes his head up out of the grave to watch her go.

SPIKE: (spoken) So ... you're not staying then?

Cut to Dawn's bedroom. Dawn is dumping stuff out of her schoolbag. Tara watches from the doorway. Tara has the "forget" herb pinned to her blouse.

TARA: Lotta homework?

DAWN: Ah, math. It seemed cool when we were singing about it.

TARA: (smiles) Willow said they have a lead on the whole musical extravaganza evil. This demon that can be summoned, some sort of Lord of the Dance. (grins) Oh, but not the scary one. Just a demon.

DAWN: Um ... do they know who summoned it?

TARA: They don't even know its name yet. But Willow will find out. She's the brainy type. (smiles)

DAWN: Hm. (smiles at Tara) I'm glad you guys made up.

TARA: What?

DAWN: That fight you guys had about magic and stuff? It gives me belly rumblings when you guys fight.

TARA: (confused) Dawn, Willow and I never fought about-

DAWN: It's okay. It's just ... you guys are so great together. I just hate it when you-

Tara puts her hand to the herb on her blouse, removes it. Her "I'm Under Your Spell" melody plays in background.

DAWN: But that was the only fight I've seen you guys have anyway. But I'm still glad it's over.

TARA: (staring at the herb) Dawn, I, um ... there's something I need at the shop. Will you be okay for a little while?

DAWN: Yes. The fifteen-year-old can spend a half an hour alone in her locked house.

TARA: I-I won't be gone long.

Tara leaves.

Dawn goes over to a side table, opens a small wooden box. It's filled with stuff she has taken from the magic shop. She takes out the necklace from before and puts it on, looks at herself in the mirror.

DAWN: (sings) Does anybody even notice? Does anybody even care?

She turns around to find a demon (Sweet's minion) standing behind her. Its whole head is like a big mask. We see there are actually three of the minions. They throw a bag over Dawn's head. She continues screaming, muffled.




Open on the Bronze. Pan down to reveal Dawn asleep on the pool table. She suddenly jerks awake, sits up, begins to do a ballet dance.

She leaps down off the pool table and is confronted by one of the mask minions. They do a ballet-ish dance that basically represents Dawn trying to escape and the demon stopping her. The other two demons appear and join the dance. They surround Dawn as she huddles close to the floor. Then they fling her and she goes sliding across the floor, stopping beside the stage. We see Sweet's feet in red pants and black-and-white dance shoes. They begin to do a tap-dance number, dance down the stairs and toward Dawn... Meanwhile the camera moves up to reveal Sweet. He dances around to the other side of Dawn.

Song: "That's What It's All About."


Why'd you run away?

Don't you like my ... style?

He snaps his fingers and his red suit turns to a blue one.


Why don't you come and play?

I guarantee a...

He reaches up to his face, pulls off his mouth and holds the disembodied mouth in Dawn's face. She stares in shock as the mouth continues singing.

SWEET: ...great big smile.

The mouth disappears from his hand and reappears in its normal place.


I come from the


And I'm here strictly by your

Invocation [holds up a scroll covered with writing]

So what do you say?

Why don't we dance awhile?

He dances over to Dawn, gestures at her, then dances away again.


I'm the hot swing

I'm the twist and shout


When you gotta sing,

When you gotta ... let it out.

[Shot of the three minions dancing to the tune]

You call me and I come a-running [dances back toward Dawn]

I turn the music on

I bring the fun in

[makes a string-pulling gesture at Dawn, who gets up]

Now we're partyin'

That's what it's all about. [chuckles]

He dances toward Dawn and she dances backward.

SWEET: 'Cause I know ... what you feel, girl.

He puts his arms around her and they dance together. Dawn looks scared.

SWEET: I know just what you feel, girl.

He spins Dawn away, she dances a few steps away from him.

DAWN: (spoken, nervous) So ... you're like a good demon? Bringing the fun in?

Sweet laughs, shakes his head "no."


All these melodies ... [Dawn sits]

They go on too long

Then that energy

[minions doing a dance-fight]

Starts to come on way too strong

All those hearts laid open, that must sting

[a door appears beside Sweet, he reaches for the knob]

Plus, some customers just start combusting

Sweet opens the door and a charred smoking corpse falls through it. Dawn stares in horror.


That's the penalty [dances back over to her]

When life is but a song.

[dancing up very close to Dawn, she looks very nervous]

You brought me down into this town

So, when we blow this scene

Back we will go to my kingdom below

And you will be my queen

Sweet makes a gesture and Dawn's clothing turns to a satiny ball gown.


'Cause I know what you feel, girl [dances up onto the stage]


No, you see

You and me

Wouldn't be very regal


I'll make it real, girl [dancing around the stage]


What I mean

I'm fifteen

So this queen thing's illegal

SWEET: [jumps back onto the floor]

I can bring whole cities to ruin

And still have time to get a soft-shoe in


Well, that's great

But I'm late

And I'd hate to delay her

SWEET: [dancing around her]

Something's cooking, I'm at the griddle

I bought Nero his very first fiddle


She'll get pissed

If I'm missed

See, my sister's the Slayer

Sweet stops in mid-kick, looks surprised, stops dancing, turns to Dawn. End of song "That's What It's All About."

SWEET: (spoken) The Slayer?

DAWN: (nods, nervously) Yuh-huh.

SWEET: (chuckles, turns to minions) Find her. Tell her ... tell her everything. (Dawn looks nervous) Just get her here. I want to see the Slayer burn.

Dawn looks alarmed.

SWEET: (sings) Now we're partying. That's what it's all about.

Cut to the workout room. Giles holds a large piece of wood. Buffy kicks it in two.

GILES: Good. Good.

BUFFY: I feel like I should ... bow, or ... have honor or something.

GILES: It may seem hokey, but we need to work on precision and concentration as much as power. (goes to put the wood down) We're still not sure what we're facing.

BUFFY: (puts one leg up on the horse, stretches) Oh, you'll figure it out. I'm just worried this whole session's gonna turn into some training montage from an 80's movie.

GILES: Ah. Well, if we hear any inspirational power chords, we'll just lie down until they go away. (picks up a towel) Anyway, I don't think we need to work that much on your strength.

BUFFY: Yeah, I'm pretty spry for a corpse. (doing a handstand on the horse)

GILES: (pauses) Have you spoken to Dawn about that incident at Halloween?

Buffy leaps down from the horse, frowns.

BUFFY: Oh. I thought you took care of that. (stretching her arms)

GILES: (softly) Right.

BUFFY: (oblivious) What would I do without you?

Giles looks pensive, turns and begins to walk toward a set of weapon in a display case on the wall.

BUFFY: Okay. I'm ready.

Song: "Standing In The Way"


You're not ready for the world outside

You keep pretending, but you just can't hide

[picks up something from weapon case]

I know I said that I'd be standing by your side

[walks toward Buffy]

But I...

Giles throws a small knife at Buffy. She leans backward, lets it fly past her.


Your path's beaten and it's all uphill

[throws another knife, which she deflects with one hand]

And you can meet it, but you never will

[walking back toward the weapon]

And I'm the reason that you're standing still

[looks at her as she stands waiting]

But I...

[walks back, throws another knife, Buffy kicks it aside in slow-motion]

I wish I could say the right words

To lead you through this land.

[Buffy still kicking in slo-mo]

Wish I could play the father

And take you by the hand [reaching out his hand, then pulls it back]

Wish I could stay here

But now I understand

[walks closer as Buffy does a handspring and then a split in slo-mo]

I'm standing in the way.

As Giles continues singing, we cut to the magic shop. Tara walks in as Willow has her back turned. Willow doesn't see Tara.

GILES: The cries around you, you don't hear at all

Tara walks quickly toward the back, crying, looking at the herb in her hand, begins to climb the steps to the loft.

GILES: 'Cause you know I'm here to take that call

Cut back to the workout room. Giles walks around the perimeter in regular speed as Buffy does flips across the center of the room in slo-mo.


So you just lie there when you should be standing tall

But I...

[Buffy punching the punching bag in slo-mo as Giles walks around her]

I wish I could lay your arms down

And let you rest at last

Wish I could slay your demons

But now that time has passed

Wish I could stay here

Your stalwart, standing fast

But I've been standing in the way.

Buffy walks right up in front of Giles, shaking her hair out, still in slo-mo.

GILES: I'm just standing ... in the way.

End of song "Standing In The Way."

Buffy returns to regular speed.

BUFFY: (spoken) Did you just say something?

Cut to the loft. Tara looks through a book. She holds the piece of dried herb up to a picture of the same herb.

Close shot on the book. The herb is labeled "Lethe's Bramble. Used for augmenting spells of forgetting and mind control."

Song: "Wish I Could Stay"

TARA: (same melody from her previous song)

I'm under your spell

God, how can this be?

Playing with my memory

[turns, goes to the edge of the loft and looks down]

You know I've been through hell

Willow, don't you see?

[below, we see Buffy go over to Willow and greet her]

There'll be nothing left of me

You made me believe.

[Giles emerges from the back, overlaps with Tara's last word]

GILES: Believe me, I don't wanna go

GILES/TARA: And it'll grieve me 'cause I love you so

[shot of Willow and Buffy talking, oblivious to the singing]

GILES/TARA: But we both know

Tara comes down the stairs and Giles sits at the table as they sing.


Wish I could say the right words

To lead you through this land

Wish I could play the father

And take you by the hand Wish I could trust that it was just this once

But I must do what I must

I can't adjust to this disgust

We're done and I just


Wish I could stay

[Tara reaches the ground level, Giles stands up]

Wish I could stay

Wish I could stay

[They both walk toward the front of the store. Another shot of Buffy and Willow talking]


Wish I could stay...

End of song "Wish I Could Stay."

Tara and Giles stand side-by-side as their song ends. Suddenly Spike bursts into the magic shop pulling one of Sweet's minions. Everyone turns to look.

SPIKE: Lookie lookie what I found.

TARA: Is-is this the demon guy?

WILLOW: (happily) Tara!

Tara ignores her. Willow looks surprised. Xander and Anya emerge from the back.

SPIKE: Works for him. Has a nice little story for the Slayer, don't you? Come on, then. (shoves the minion forward) Sing.

The music swells up dramatically as if to introduce a big musical number, but the minion simply speaks in normal voice.

MINION: My master has the Slayer's sister hostage at the Bronze because she summoned him and at midnight he's going to take her to the underworld to be his queen.

GILES: What does he want?

MINION: (indicates Buffy) Her.

SPIKE: (scoffs) If that's all you've got to say, then-

Spike tries to grab the minion but he breaks free and runs off.

SPIKE: (surprised) Strong. Someday he'll be a real boy.

BUFFY: So. Dawn's in trouble. Must be Tuesday.

TARA: I-I just left her for a few minutes.

BUFFY: Oh, it's not your fault. So what's the plan?

XANDER: Plan, schman. Let's mount up.


ANYA: Uh, Dawn may have had the wrong idea in summoning this creature, but ... I've seen some of these underworld child bride deals and, and they never end well. Well, maybe once.

WILLOW: We're not just gonna stay here.

GILES: Yes we are. (looks intently at Buffy) Buffy's going alone.

SPIKE: (disgusted laugh) Gah! Don't be a stupid git. There is no-

GILES: If I want your opinion, Spike, I'll- (pauses to consider) I'll never want your opinion.

WILLOW: A little confusion spell could-

TARA: No! (Willow looks surprised) I mean, I don't think it'll help.

SPIKE: (to Buffy) Look, forget them, Slayer. I've got your back.

BUFFY: I thought you wanted me to stay away from you. Isn't that what you sang?

XANDER: Spike sing a widdle song?

ANYA: Would you say it was a breakaway pop hit or more of a book number?

XANDER: Let it go, sweetie.

SPIKE: (to Buffy, angrily) Fine. I hope you dance till you burn. You and the little bit.

Spike exits. Buffy looks at Giles.

BUFFY: You're really not coming.

GILES: (walks up to her) It's up to you, Buffy.

BUFFY: (upset) What do you expect me to do?

GILES: Your best.

Buffy stares at him.

Cut to the street. It's dark, red lighting. Some people are doing an angry dance-fight. Pan down to focus on a garbage can with a fire burning inside it.

Buffy walks up in foreground, holds her hand out to the fire.

Song: "Walk Through The Fire"

BUFFY: (verse one)

I touch the fire and it freezes me

I look into it and it's black

Why can't I feel? [looking at her hand]

My skin should crack and peel

[turns to glare at the camera]

I want the fire back!

Cut to the Bronze. Smoke swirls as Sweet shoves Dawn into a chair, goes to sit in another chair beside her. Dawn looks scared.

BUFFY: (verse two)

Now through the smoke, she calls to me

To make my way across the flame

[cut back to Buffy standing on the street]

To save the day

Or maybe melt away

I guess it's all the same


So I will walk [starts to walk] through the fire

'Cause where else can I turn?

I will walk through the fire

And let it-

Cut to Spike sitting in an alley smoking a cigarette.

SPIKE: (verse three)

The torch I bear is scorching me

Buffy's laughing, I've no doubt [takes a drag]

I hope she fries

I'm free if that bitch dies!

[tosses cigarette away angrily, then jumps up]

I better help her out. [starts walking]

Cut to the Bronze.

SWEET: (refrain)

'Cause she is drawn to the fire.


Some people


She will

SPIKE/SWEET: never learn.

[Spike walking down the street. Sweet standing up in the Bronze]


And she will walk through the fire

And let it-

Cut to the magic shop. Willow and Tara sit at the table not looking at each other. Giles stands behind the counter.

GILES: (bridge)

Will this do a thing to change her?

Am I leaving Dawn in danger?

Is my slayer too far gone to care?


What if Buffy can't defeat it?


Beady Eyes is right, we're needed!

Or we could just sit around and glare. [looks at Willow and Tara]

Giles comes out from behind the counter, gives Willow and Tara a look. They get up, and they all start walking toward the door.


We'll see it through

It's what we're always here to do

So we will walk through the fire

Cut to Buffy walking alone through an alley.

BUFFY: TARA: (descant)

So one by one, they turn from me

I guess my friends can't face the cold

But why I froze, not one among them knows

And never can be told.

What can't we face...

If we're together?

The following sequence has Sweet split-screened with the Scoobies as they walk along the street singing. Basically whoever's singing at the moment is on screen.


ANYA: She came from the grave much graver

SPIKE: First he'll kill her, then I'll save her

TARA: Everything is turning out so dark

SPIKE: No, I'll save her, then I'll kill her

WILLOW: I think this line's mostly filler

GILES: What's it gonna take to strike a spark? So one by one they turn to me

The distant redness as their guide

That single flame

Ain't what they had in mind.

It's what they have inside.

Going through the motions

Walking through the part


These endless days are finally ending in a blaze She will come to me.


And we are caught in the fire

[Buffy walking down the street alone]

The point of no return

So we will walk through the fire

[The Scoobies walking down the street. A fire engine goes by behind them with lights flashing]

And let it


Let it burn

[Spike jumps over a fence, is in an alley]

Let it burn

Let it burn!

Buffy kicks down the door of the Bronze. It smashes to pieces.

SWEET (spoken) Showtime! (chuckles)



Act IV


Buffy walks into the Bronze, looks around, sees Sweet and Dawn sitting in chairs on the stage.

SWEET: I love a good entrance.

BUFFY: How are you with death scenes?

Sweet just chuckles. Buffy walks a little closer.

BUFFY: You got a name?

SWEET: I've got a hundred.

BUFFY: Well, I ought to know what to call you if you're gonna be my brother-in-law.

DAWN: Buffy, I swear I didn't do it.

BUFFY: Don't worry. You're not going anywhere. (Sweet looks at her) I am.

DAWN: What? (Sweet looks interested, sits forward)

BUFFY: (to Sweet) Deal's this. I can't kill you? You take me to Hellsville in her place.

SWEET: (scoffs) What if I kill you?

BUFFY: (deadpan) Trust me. Won't help.

SWEET: Hm, that's gloomy!

BUFFY: That's life.

SWEET: (chuckles) Come now, is that really what you feel? Isn't life a miraculous thing?

BUFFY: I think you already know.

Song: "Life"

BUFFY: (verse one, ballad-like melody)

Life's a show

And we all play our parts

And when the music starts

[unbuttons her jacket, opens it]

We open up our hearts.

[drops jacket to the floor]

It's all right

If some things come out wrong

[looks over, sees the minions holding pool cues]

We'll sing a happy song

And you can sing along.

The beat changes to a harsh hard-rock tune with lots of electric guitar. The minions attack.


Where there's life [grabs pool cue from minion, hits him]

There's hope

Every day's [elbows second minion]

A gift

Wishes can [kick]

Come true

Whistle while [punch]

You work [blow with pool cue]

So hard [blow]

All day [throws pool cue, impales third minion]

Back to the original ballad melody.

BUFFY: To be like other girls.

Giles, Anya, Xander, Willow, and Tara run in.


To fit in in this glittering world. [Sweet watching, listening]

Don't give me songs.

GILES: (spoken) She needs backup. Anya, Tara.

BUFFY: Don't give me songs.

Anya and Tara take up positions behind Buffy to be her backup singers and dancers. The three of them move in sync.


Give me something to sing about.




I need something to sing about.



More dancing. The hard-rock beat returns. The girls dance to it for a minute, then return to the first dance and the ballad.

BUFFY: (verse two)

Life's a song

You don't get to rehearse.

And every single verse

Can make it that much worse.

[Anya and Tara stop dancing, move to background]

[Buffy puts up a hand as if to shield herself from the sight of her friends]

Still my friends

Don't know why I ignore

The million things or more

I should be dancing for.

Back to the hard-rock tune. Buffy continues dancing alone.


All the joy

Life sends


And friends

All the twists

And bends

Knowing that

It ends

Well that


Back to the ballad melody.


On if they let you go

[looking around at the Scoobies]

On if they know enough to know

[walking up the steps to the stage]

That when you've bowed

You leave the crowd.

She walks up onto the stage, looks back at the others, then at Sweet still sitting. He makes his string-pulling gesture. Buffy walks right up to him.

BUFFY: (verse three, new melody)

There was no pain

No fear, no doubt

Till they pulled me out

Of Heaven.

[looks back at the others. Giles and Xander looking surprised]

So that's my refrain.

[Willow looking horrified]

I live in Hell

[Xander looking horrified]

'Cause I've been expelled

From Heaven

I think I was in Heaven

[Willow looking horrified]

So give me something to sing about.

[whirls around to look at Sweet]


Give me something...

Sweet shakes his head. Buffy gives a desperate look, turns and flips off the stage onto the floor. The hard-rock tune returns with the electric guitars playing a wild riff. Buffy dances, faster and faster. Dawn watches in dismay. Sweet leans forward expectantly.

Buffy spins wildly round and round and round, smoke begins to curl off her.

Suddenly Spike appears, stops her by grabbing her upper arms. Buffy gives him a desperate unhappy look.

SPIKE: (verse four, same melody as verse three)

Life's not a song

Life isn't bliss

Life is just this

It's living

[brushes hair back from her face]

You'll get along

[Dawn stands up]

The pain that you feel

You only can heal

By living

[Buffy looks about to cry]

You have to go on living

So one of us is living.

Buffy stares at Spike. Dawn walks forward to the edge of the stage.

DAWN: (spoken) The hardest thing in this world ... is to live in it.

Buffy looks at Dawn, then back at Spike.

Shot of Tara trying to comfort Willow.

Last few chords. End of song "Life's A Show."

Sweet applauds.

SWEET: Now that was a show-stopping number. (Buffy and Spike turning to look at him) Not quite the fireworks that I was looking for.

WILLOW: Get out of here.

SWEET: Mm, I smell power. (stands) I guess the little missus and I should be on our way. (Dawn backing away from him in fear, sitting back down)

GILES: That's never going to happen.

SWEET: (chuckling) I don't make the rules. She summoned me.

DAWN: (to Sweet) I so did not. (to others) He keeps saying that.

SWEET: You have my talisman on, sweet thing.

Sweet reaches to touch the necklace Dawn is wearing. She cringes in fear, cowers away from him.

DAWN: (very nervous) Oh, but, no, I, I, um, uh, this, at, at the Magic Box, on the floor, I was, I was cleaning, and I ... forgot ... but ... I didn't summon anything.

SWEET: Well now, that's a twist.

GILES: If it was in the shop ... then one of us probably...

Beat. They all look around at each other.

Slowly Xander raises his hand.

ANYA: Xander?!

XANDER: Well, I didn't know what was gonna happen! I just thought there were gonna be dances and songs. (to Anya) I just wanted to make sure we'd... we'd work out. (nervous smile) Get a happy ending.

SWEET: (chuckling) I think everything worked out just fine.

XANDER: Does this mean that I have to... (gulp) be your queen? (Anya looks anxious)

SWEET: It's tempting. (Xander looking apprehensive) But I think we'll waive that clause just this once.

Xander is intensely relieved. Everyone else just continues watching Sweet.

SWEET: Big smiles everyone! You beat the bad guy.

He does a quick spin.

Song: "See You In Hell"

SWEET: (same tune as his first number)

What a lot of fun

You guys have been real swell

[chuckles, begins dancing]

And there's not a one

Who can say this ended well

[Buffy and Spike watching]

All those secrets you've been concealing

[Willow, Tara, Giles, and Xander watching]

Say you're happy now,

Once more with feeling.

Now I gotta run

See you all...

He turns into a ball of light that swirls around their heads, leaving a sparkly trail. They watch it go.

SWEET: heeeeeeell!

End of song "See You In Hell."

Everyone stands around looking kind of shell-shocked.

Dawn walks across the stage in foreground with the others in background.

Song: "Where Do We Go From Here?"


Where do we go ... from here? [walks to the steps and down]


Where do we go ... from here?


The battle's done

And we kind of won


So we sound our victory cheer

Where do we go from here?


Why is the path unclear

When we know home is near?

They all move to stand in a line side-by-side.


Understand we'll go hand in hand [all join hands]

But we'll walk alone in fear. [all release hands and walk off in different directions]


Tell me!


Where do we go from here?

When does the end appear?

They all make a dance gesture with their arms.

Close on Spike. In the middle of singing "appear" he suddenly stops, scoffs, puts his arm down.

SPIKE: (spoken) Bugger this.

Spike turns and leaves. The song continues without him.


When do the trumpets cheer?

The curtains close on a kiss, god knows

Cut to outside. Spike exits and begins walking down the street.

ALL: (faintly) we can tell the end is near.

Buffy comes out of the Bronze after Spike.

BUFFY: (spoken) Hey.

ALL: (faintly) Where do we go from here?

End of song "Where Do We Go From Here."

SPIKE: (spoken) You should go back inside. Finish the big group sing. Get your kum-ba-yayas out.

BUFFY: I don't want to.

SPIKE: (sighs) The day you suss out what you do want, there'll probably be a parade. Seventy-six bloody trombones.

BUFFY: Spike...

SPIKE: Look, you don't have to say anything.

BUFFY: (sings) I touch the fire and it freezes me.

Spike looks surprised. They walk toward each other.

SPIKE: (sings) I died...


I look into it and it's black

This isn't real

But I just want to feel So many years ago.

But you can make me


As they hold the last note on "feel" they walk right up to each other. They finish the song and kiss passionately.

ALL: (singing) Where do we go from here?

The words "The End" flash on the screen, then an image of curtains that draw closed over Buffy and Spike as they continue kissing.


Executive Producers: Joss Whedon and Marti Noxon.

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