Sunnydale After Dark
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Written by: Rebecca Kirshner
Directed by: David Grossman
Airdate: Nov 13, 2001


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

XANDER: We're getting married.

BUFFY: (to Giles) Did you know about this?

Anya showing off her ring.

ANYA: He couldn't imagine the rest of his life without me. And then he gave me this.

Buffy and Spike at the demon poker game.

DEMON: Ante up.

The demons putting kittens on the table.

BUFFY: You play for kittens?!

Spike looking annoyed.

Buffy and Giles in the workout room.

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

BUFFY: I thought you took care of that.

GILES: Right.

BUFFY: What would I do without you?

Willow and Tara at the Bronze.

TARA: Willow, you are using too much magic. What do you want me to do, just ... sit back and keep my mouth shut?

WILLOW: Well, that'd be a good start.

Willow and Tara in the bedroom.

WILLOW: Let's just forget it ever happened.

Willow picking up the forget herb.

WILLOW: Forget.

Buffy talking to Spike in the alley.

BUFFY: I think I was in heaven. I was torn out of there.

Willow looking horrified.

BUFFY: Pulled out, by my friends.

Buffy and Spike kissing at the end of "Once More With Feeling."

Episode opens on Buffy walking through the cemetery, night. She holds a stake. The camera moves up on her from behind.

Suddenly Buffy whirls around and lifts her stake. Reveal Spike directly behind her. He jumps back a little.

Buffy looks annoyed.

SPIKE: Can we talk?

BUFFY: Vocal-cord-wise, yes. With each other? No.

She turns, walks a few steps away.

SPIKE: We have to talk.

BUFFY: (stops walking, sighs) About what?

SPIKE: We kissed, Buffy.


She resumes walking. Spike follows, a few feet behind.

SPIKE: We ... we kissed, you and me. All Gone With The Wind, with the rising music, and the rising ... music, and what was that, Buffy?

BUFFY: A spell?

SPIKE: Oh, don't get all prim and proper with me.

Spike speeds up, walks in front of her. They stop walking.

SPIKE: I know what kind of girl you really are. (Buffy glaring at him) Don't I.

BUFFY: What we did is done. But I will never kiss you, Spike. Never touch you ever, *ever* again.

Spike cocks his head, looks about to speak.

Suddenly Buffy grabs him and pulls him to the ground. Spike lands on his back with Buffy on top of him. A stake goes flying through the air where Spike just was, ends up stuck in a tree.

They both look up.

We see a demon with the head of a shark, wearing a flamboyant suit. Behind him are two vampire minions.

SHARK DEMON: Easy, boys. No need to get physical-like.

The demon chuckles. Buffy gets up off of Spike, brushes herself off, annoyed. Spike gets up too.

SHARK DEMON: Is there, Mister Spike?

BUFFY: You know this guy?!

SPIKE: Yeah. (to demon) Whadda you want?

SHARK DEMON: (walks forward) You know me, uh ... there are a lot of things I would like, Mister Spike. (pulls the stake out of the tree) A house in Bel Air ... (walks toward Spike) with a generously sized swimming pool ... and of course, the forty Siamese that you owe me.

The demon puts his arm around Spike's neck, pulls Spike close to him.

SPIKE: Take it easy, you'll get your kittens. (Buffy rolls her eyes)

SHARK DEMON: Oh, I trust you, Mister Spike. (lets him go)

BUFFY: Oh god, what is it with you guys? Why kittens? Why can't you just use money like everybody else?

SHARK DEMON: (to Spike) She's funny. I like funny in a girl.

SPIKE: I just need a little more time.

SHARK DEMON: Time, time, time! Is what turns kittens into cats! Look, I don't wanna see anyone get hurt. (turns away) Boys.

The demon walks a few steps away. The vampires grin, walk forward.

Buffy leaps up, grabs a tree branch, and kicks the first vampire with both feet. He lands at the demon's feet. The demon turns back.

BUFFY: Then you'd better close your eyes.

She pushes Spike aside and punches the second vampire a couple of times. He goes down. Buffy folds her arms across her chest.

VAMP 1: I said she was the Slayer, boss.

SHARK DEMON: Ahh, good for you. The vampire slayer. (to Buffy) Have you ever given any thought to, uh, freelance work? A little debt collecting, perhaps?

Buffy continues to stand there with her arms crossed, giving the demon her no-nonsense look.

BUFFY: No thank you.

VAMP 1: Boss, he's gone. Spike has split.

Buffy looks surprised, looks around.

SHARK DEMON: Well, that's what I get for socializing. All right, come on, boys, we'll locate Mister Spike and, uh, *talk* to him a little more.

The demon adjusts his tie, turns to go, then turns back to Buffy.

SHARK DEMON: Oh. It was a genuine pleasure.

The demon and his minions leave.

Buffy looks disgusted, sighs.

BUFFY: (to herself) If I were to stop saving his life, it would simple things up *so* much.

Wolf howl. Opening credits.

Special Guest Star Anthony Stewart Head. Guest starring Raymond O'Connor and Amber Benson as Tara. Written by Rebecca Rand Kirshner, directed by David Grossman.


Act I


Open on exterior shot of Xander's building, night. Cut to inside. Anya, Xander, Willow, and Tara sit around the table.

ANYA: Do you think she ... walked around on clouds, wearing like ... Birkenstocks and played a harp? 'Cause those are just not flattering. You know, the clonky sandals, not a harp. (softly) I mean, who ... doesn't look good with a harp?

The others just look at her. They all look grim.

ANYA: What? I'm just saying what everyone's thinking, (to Xander) right baby?

XANDER: You are attractive and have many good qualities.

TARA: It's totally not stupid to wonder what it was like for Buffy. But it could have been any one of a zillion heavenly dimensions. All we know is that ... it was a good place and she was happy there.

WILLOW: And we took her away from that. We wrecked it for her.

XANDER: We didn't wreck. We didn't know.

WILLOW: We didn't wanna know. (Tara looks sadly at her) We were so selfish. *I* was so selfish.

XANDER: (shakes head) Maybe we were. I just feel weird feeling bad that my friend's not dead. It's ... too mind-boggling. So I've decided to simplify the whole thing. Me like Buffy. Buffy's alive, so, me glad.

TARA: Not to be Miss Psycho Pep Squad, but we have *got* to stop obsessing about what we did and start trying to make things better for Buffy.

ANYA: I'm with Miss Psycho Pep Squad.

XANDER: Ah, we need to spend more time with her, just hang out. Maybe have ... weekly dinners over here, or, uh ... a book club. Short books. Videos.

WILLOW: I can fix it. I know a spell.

TARA: (angrily) No! No more spells.

Xander looks from Tara to Willow, confused.

WILLOW: (to Tara) Then what? This isn't something that's gonna be fixed by a video club. I know I messed up, okay, and ... I wanna fix it.

TARA: I can't believe that we are talking about this again. You know how powerful magic is, how dangerous. You could hurt someone, you ... you could hurt yourself.

WILLOW: (shaking head) I know a spell that will make her forget she was ever in heaven.

TARA: (angrily) God, what is wrong with you?!

XANDER: (getting up) I'm gonna go get that ... phone you probably don't hear. High-pitched ring, ears like a dog.

ANYA: I'm gonna help you with that.

Xander and Anya flee into the bedroom leaving Tara and Willow alone.

TARA: Do you think I'm stupid? I know you used that spell on me.

WILLOW: Tara, I'm sorry, I-

TARA: Don't! Just ... don't. (shakes head) There's nothing you can say.

WILLOW: Tara, I didn't mean to-

TARA: To what? Violate my mind like that? How could you, Willow? How could you after what Glory did to me?

WILLOW: Violate you? I ... I-I didn't ... mean anything like that, I-I, I just wanted us not to fight any more. I love you.

TARA: If you don't wanna fight, you don't fight. You don't use magic to make a fight disappear.

WILLOW: But I-I just wanted to make things better. Better for us.

TARA: But you don't get to decide what is better for us, Will. We're in a relationship, we are supposed to decide together.

WILLOW: Okay. I'm ... I realize I, I did it wrong.

TARA: You did it the way you're doing everything. When things get rough, you ... you don't even consider the options. You just ... you just do a spell. It's not good for you, Willow. And it's not what magic is for.

WILLOW: (anxious) But I ... I just wanna help people.

TARA: Maybe that's how it started, but ... you're helping yourself now, fixing things to your liking. Including me.

WILLOW: Tara, no!

Tara looks away. Beat.

TARA: (tearfully) I don't think this is gonna work.

WILLOW: Hey. It is, i-it's working. (Tara just looks at her, looks down) Tara, please. I need you, baby. I need you. I don't need magic, I-I don't, I ... let me prove it to you, okay? I, I will go a month without doing any magic. I won't do a single spell. I swear.

Tara looks at her, nods.

TARA: Go a week. One week without magic.

WILLOW: (excited) Fine. Fine, that's easy!

TARA: (nods, not convinced) Go a week, and then we'll see.

Willow's face falls.

TARA: I don't know, I just ... think we both need some ... I don't know, space. (Willow looks upset) Oh, I can't believe I'm saying this.

WILLOW: Are you saying you're gonna leave me?

Cut to Giles sitting on the sofa in the workout room.

GILES: I have to.

Reveal Buffy standing beside him. She looks shocked.

BUFFY: Uh-huh.

She sits on a pile of exercise mats, frowning.

GILES: You have to be strong. I'm, I'm trying to-

BUFFY: (jumps up) Trying to, to what? (angrily) Desert me? Abandon me? Leave me all alone when I really need somebody?

GILES: (quietly) I don't want to leave-

BUFFY: So don't. Please don't.

She goes to sit beside him.

BUFFY: I can't do this without you.

GILES: You can. That's why I'm going. As long as I stay you'll always turn to me if there's something comes up that you feel that you can't handle, and I'll step in because, because ... (pause, sighs) Because I can't bear to see you suffer.

BUFFY: Me too. Hate suffering. Had about as much of it as I can take.

GILES: Believe me, I'm loathe to cause you more, but this...

Giles pauses. Buffy looks on the verge of tears.

GILES: I've taught you all I can about being a slayer, and your mother taught you what you needed to know about life. (Buffy looks away, pouting) You ... you're not gonna trust that until you're forced to stand alone.

BUFFY: But why now? Now that you know where I've been, what I'm going through?

GILES: Now more than ever. The temptation to give up is gonna be overwhelming, and I can't let-

BUFFY: So I won't! No giving up. You can be here, and I can still be strong.

Beat. She stares at him anxiously.

GILES: Buffy, I've thought this over ... and over. I believe it's the right thing to do.

BUFFY: You're wrong.

She gets up and strides out. Giles just sits there.

Cut to: interior of the Summers house. Angle down the stairs from above. Tara and Dawn stand at the foot of the stairs.

DAWN: (calls up the stairs) Willow, come on, you ready?

Willow appears at the top of the stairs wearing a towel around her body and another towel on her hair.

WILLOW: Not so much. You go ahead, tell Giles to hold up. I'll be there in a sec.

TARA: (annoyed) Fine. (moves toward the door)

DAWN: Hurry up. You don't wanna miss the lowdown on our latest featured creature.

Willow watches Tara and Dawn leave. Then she goes back up the stairs, off camera. Magic sound-effect. Willow reappears, fully dressed and with her hair dried and combed, smiling.

Willow walks down the stairs and into the living room. She opens a cabinet and takes out a plastic bag that was hidden behind some books.

She kneels by the fireplace, takes a large piece of Lethe's Bramble (forget herb) from the bag and puts it in the fireplace.

WILLOW: For Buffy and Tara, this I char.

She strikes a match and sets the flowers on fire.

WILLOW: Let Lethe's Bramble do its chore. Purge their minds of memories grim, of pains from recent slights and sins.

She reaches into a small pouch on her belt, takes out a clear crystal and holds it in the flames.

WILLOW: When the fire goes out, when the crystal turns black, the spell will be cast. (pulls the crystal back) Tabula rasa, tabula rasa, tabula rasa.

She puts the crystal back in her belt-pouch, gets up and leaves.

Cut to exterior shot of the magic shop.

DAWN VOICEOVER: So whadda we got?

Cut to inside. Giles, Anya, and Tara sit at the round table. Anya and Tara are thumb-wrestling. Buffy sits on the stairs leading to the loft. Dawn stands nearby.

GILES: (to Dawn) Sorry?

DAWN: What kind of oogly-boogleys? Lizardy types, or um, zombies, or, or vampires, or what?

GILES: (cleaning glasses) There are no oogly-boogleys, Dawn.

The door opens and Xander and Willow enter. Willow is wearing Xander's jacket.

WILLOW: Thanks for the jacket. It's cold out there.

XANDER: Not a problem, the cold only makes me stronger and more macho-like.

They come over to join the others. Giles stands.

GILES: I'm glad you're here, um...

The others look expectantly at him. Buffy just glares.

GILES: I have something I really have to tell you all. Um ... I know it feels like we've been through this before-

BUFFY: Why don't you just jump to the chase? (gets down from stairs) Tell them that you're-

The door opens again and Spike rushes in, sizzling slightly from the sunlight. Everyone turns to look.

Spike is wearing an old-fashioned brown suit with a bow-tie, and a padded hat with earflaps.

GILES: Spike?

ANYA: Holy moly.

SPIKE: You need to give me asylum.

XANDER: I'll say.

XANDER: No need to get cute. (takes off hat, throws it down) It's a disguise. Happens there's a bloke I'd rather not see just now.

Spike walks farther into the store as the others watch in amusement. He hops up to sit on the counter beside the cash register.

SPIKE: (to Buffy) You met him, I believe. Toothy bloke with the baby-seal breath?

Buffy rolls her eyes.

SPIKE: Nasty fellow, him. And ugly too.

Willow looks down, pulls the crystal from her pouch to check it. It glows green.

SPIKE: (OS) He's got a mouthful of choppers just waiting to be yanked out and worn as necklaces.

Shot of the exterior of the Summers house. Fade to inside. Close shot on the fireplace.

A spark from the fire lands on the bag of herbs that Willow left lying beside the fireplace. It all begins to burn with a green light.

Cut back to the magic shop.

GILES: Well, now that we've recovered from Spike's ... sartorial humor, (sighs) I'll jump (glancing at Buffy) to the chase. Um ... I'm headed back to England (Dawn looking surprised) and I plan to stay ... indefinitely.

Giles sits beside Anya. Everyone looks surprised.

XANDER: Now? Not now, I mean, not after ... everything.

GILES: Yes, now.

ANYA: For real this time? 'Cause honest to Pete, a young shopkeeper's heart can only take so much ... I mean, not that I want you to go-

BUFFY: I can't do this.

Buffy walks quickly past them, up the stairs, toward the door.

BUFFY: I just, I don't think...

WILLOW: Buffy, listen.

Buffy stops, turns back.

WILLOW: I know this must be awful for you, and I, I'm sorry, I ... I'm so sorry for...

Buffy nods impatiently.

BUFFY: Sorry. Everybody's sorry. I know that you guys are just trying to help ... but it's just, it's too much. And, and I, I can't take it any more. (tearful) If you guys ... if you guys understood how it felt ... how it feels. It's like I'm dying, it-

Suddenly she falls to the floor, unconscious.

The others all fall down too. Giles and Anya slump over together in their seats. Willow and Xander fall to the floor in a heap. Spike falls over onto some books on the counter.

Cut to the living room. Zoom in on the smoking pile of ashes that used to be the entire bagful of Lethe's Bramble.



Act II


Open inside the magic shop. It's now night. Everyone is still asleep.

Pan across Giles and Anya leaning on each other, Tara by herself in a chair, Dawn on the floor on the lower level. Spike on the counter, Willow and Xander on the floor together, and Buffy on the floor on the higher level.

Buffy stirs, wakes, sits up.


She stands up, frowning. Goes to a light switch and turns the light on.

The others begin to stir. Willow sits up, sees that she was snuggled with Xander, gives a gasp and jumps back. Xander sees her and gasps too. They stare at each other. Xander gives her a cheesy seductive grin.


WILLOW: (uncertain) Hey?

Anya wakes up, yawns. Giles's head is on her shoulder. He lifts his head, sees that he drooled on her, wipes at her shoulder with his hand. Anya looks very startled.

Tara wakes up, looks around in confusion.

Anya turns to see who's behind her. She and Giles frown at each other in confusion.

GILES: Hello?

Spike, still asleep, rolls over and falls off the counter with a crashing noise. Dawn wakes up shrieking at the noise.

Spike gets to his feet behind the counter, looks around.

Dawn sits up on the floor, scoots back into a corner looking around fearfully. Buffy comes forward.

DAWN: Who, who are you people?

Buffy kneels beside Dawn. Dawn cringes back

BUFFY: Don't worry.

DAWN: Please don't hurt me! (moves away from Buffy)

BUFFY: Oh, it's okay. I don't know anyone here either.

DAWN: (nervous) Yeah? Who are you?

BUFFY: (confused) I, uh...

XANDER: (scrambling to his feet) Okay, who are you freaks?

Buffy, Dawn, and Willow stand too.

WILLOW: You don't know me?

XANDER: Not a clue.

WILLOW: But you were just all like, (imitating him) 'oh, hey.'

XANDER: Yeah, 'cause I thought you were a girl and I'd remember, but...

WILLOW: (grabs her breasts) Well, I am a girl! I'm ... not sure ... who I am exactly, but...

XANDER: (yelling) Okay, why was I on the ground? And why are you all staring at me? Is this some kind of psych test? Am I getting paid for this?

GILES: (gets up) It's not just you. Does anyone remember anything?

Everyone shakes their heads.

SPIKE: Nope.

GILES: (smiling) Well, maybe we all got ... terribly drunk and this is some sort of, uh, blackout.

DAWN: (uncertain) I don't think I drink.

ANYA: I-I don't see any booze. I don't feel any head bumps. (looks around) I don't see Allen Funt.


XANDER: (panicky) Okay. I'm not panicking. I'm not. I'm not. (everyone looking at him) Stop looking at me like I'm panicking!

BUFFY: Hey, hey, take it easy, guy. Okay, no one's hurt, right? And, and none of us look all hatchety-murdery, so ... we're probably safe. Here. Wherever here is.

WILLOW: (looks around) Look at this stuff on these shelves. Weird jars of weird stuff.

She goes over to the counter, looks at the jars behind Spike.

WILLOW: Weird books with weird covers, like (picks up a book from the counter) Magic for Beginners. (revelation) Oh!

TARA: (gets up) This is a magic shop. A-a-a real magic shop.

BUFFY: Well, maybe that's it. Maybe something magic happened-

GILES: (scoffs) Magic! Magic's all balderdash and chicanery. I'm afraid we don't know a bloody thing. (everyone looking at him) Except I seem to be British, don't I? Uh, and a man. With ... glasses. (removes glasses) Well, that narrows it down considerably.

DAWN: (tearfully to Buffy) I don't like this.

BUFFY: It's okay, don't worry. We'll take care of each other.

Buffy brushes hair back from Dawn's face. Dawn smiles a little.

GILES: We'll all get our memory back, and it'll all be right as rain.

SPIKE: Oh, listen to Mary Poppins. He's got his crust all stiff and upper with that nancy-boy accent. (everyone looking at him) You Englishmen are always so... (pauses) Bloody hell! (ticks off on his fingers) Sodding, blimey, shagging, knickers, bollocks, oh God! I'm English!

GILES: (puts glasses on) Welcome to the nancy tribe.

SPIKE: You don't suppose you and I ... we're not related, are we?

ANYA: There is a ruggedly handsome resemblance.

Giles smiles at Anya with pleasure.

GILES: (to Spike) And you do inspire a, um ... (Spike walking out from behind the counter) particular feeling of ... familiarity and ... disappointment.

Spike walks up to Giles, scowling. They look at each other.

GILES: Older brother?

SPIKE: (scoffs) Father. (Giles looks outraged) Oh, god, how I must hate you.

GILES: What did I do?

SPIKE: There's always something, and what's with the trollop? (indicates Anya)

ANYA: Hey!


SPIKE: I saw you! Sleeping together.

GILES: Resting together.

ANYA: Look! (holds up her hand with the engagement ring) It's okay. We're engaged.

GILES: (smiling) Oh.

ANYA: It's a lovely ring.

SPIKE: Oh, great, a tarty stepmom who's half old Daddy's age.

ANYA: Tarty?

GILES: Old? You little twerp, I'm young enough to still get carded.

WILLOW: Carded! Driver's licenses!

Everyone reaches into their pockets and bags to dig out I.D.

XANDER: (looks at his wallet) It's me! 'Alexander Harris.' Cute picture. (holds it up to them) Hey, I exist.

WILLOW: I'm Willow Rosenberg. (looks at Xander) Heh, Willow. Funny name.

TARA: I think it's pretty.

WILLOW: (smiles at Tara) Whadda you got?

TARA: (holds up her I.D.) Tara, and look, I'm a student at U.C. Sunnydale.

WILLOW: Me too! Hey, maybe we're study buddies. (Tara smiles)

DAWN: (to Buffy) I don't have a wallet.

BUFFY: Don't worry. Me neither. But here, look.

Buffy reaches to Dawn's neck. We see that Dawn is wearing a necklace with her name on it. Buffy holds it in her fingers.

BUFFY: You're Dawn.

DAWN: (smiles) Or, Umad.

GILES: I'm, uh, called Rupert Giles.

ANYA: (smiling fondly) Rupert.

SPIKE: Rupert! (giggles)

GILES: You're not too old to put across my knee, you know ... sonny. (Spike still laughing) Anyway, what did I call you?

SPIKE: Um...

Spike examines his clothing, finds a label on the inside of his suit jacket.

SPIKE: 'Made with care for Randy.' (looks at Giles angrily) Randy Giles? Why not just call me 'Horny Giles,' or 'Desperate for a Shag Giles'? I knew there was a reason I hated you!

GILES: Randy's ... a family name, undoubtedly.

Anya fingers something around her neck, goes behind the counter.

WILLOW: Oh, hey, I have a name on my jacket. (takes off jacket to look) Harris.

XANDER: Harris? That's my last name. Maybe I have a brother and you go out with him. (Willow looking uncertain) Or maybe you go out with me.

WILLOW: Well, we did wake up all snuggly-wuggly. (walks closer to him) Maybe you're my boyfriend.

XANDER: Either that, or I got one pissed-off brother out there somewhere. (both smile)

ANYA: I'm Anya!

Everyone looks over at Anya by the cash register. [Note: Anya pronounces her name wrong.]

ANYA: Um, this key fits this lock. And, uh, the forms ... next to the cash register say that, uh, Rupert and, and Anya own the shop together.

GILES: This is *our* magic shop? (goes over to Anya) Uh, well, that's very, uh, uh, progressive of me.

DAWN: (to Buffy) So you don't have a name?

BUFFY: Of course I do. I just don't happen to know it.

DAWN: (smiling) You want me to name you?

BUFFY: Oh, that's sweet, but I think I can name myself. (thinks) I'll name me ... Joan. [transcriber's note: great choice!]

DAWN: (makes a face) Ugh!

BUFFY: What? Did you just 'ugh' my name?

DAWN: No! I just ... I mean, it's so blah. Joan?

BUFFY: I like it. I feel like a Joan.

DAWN: (chuckles) Fine, that's your purgative.

BUFFY: Prerogative.

DAWN: Whatever, Joan.

BUFFY: Whatever, Umad.

DAWN/BUFFY: (unison) Boy, you're a pain in the/Boy, you're bossy!

They look at each other in surprise.

DAWN: Do you think we're-

BUFFY: Sisters?

They smile and hug each other.

SPIKE: (to Giles) You never showed me affection like that!

Giles looks confused.

SPIKE: ...I'd wager.

BUFFY: Well, we need to figure out what's going on. We need to get help.

SPIKE: Looks like Joan fancies herself the boss.

BUFFY: We have a kid here-

DAWN: A teenager.

BUFFY: A teenager. And we have no idea what's wrong with us. I think a hospital's our best bet.

Anya is fiddling with Giles's clothing.

GILES: Uh, yes, let's, um, let's head out.

They all start walking toward the door. Xander offers Willow his arm, and after a moment she takes it.

BUFFY: Any suggestions on how we're gonna get there?

SPIKE: Dad can drive. He's bound to have some classic midlife-crisis transport. (puts arm around Giles's shoulder) Something red, shiny, shaped like a penis.

They all get to the front door. Buffy opens it.

The shark demon's two vampire minions stand there, snarling.

Everyone screams. Buffy closes the door and they all huddle on the floor under the window.

BUFFY: Did you guys see that?

SPIKE: Vampires!

TARA: Maybe it's Halloween.

DAWN: It doesn't feel like Halloween.

XANDER: Even if it is, those guys are definitely not kids, and those are definitely not costumes. Randy's right. Looks like we have vampires.

Sound of banging on the door.

VAMP: (O.S.) Slayer!

XANDER: They're definitely not knocking for candy.

WILLOW: Okay, doors, we need to check to see if there's other doors, a-and make sure they're locked and put large objects in front of them. Come on.

Willow and Xander go off toward the back.

BUFFY: Monsters are real. Did we know this?

TARA: I don't know, but we n-need our memories back. We have to get to a hospital. (Buffy nodding)

GILES: As, uh, proprietor of a magic shop, I propose we fight them. (Buffy shaking her head) We can use things here in the shop, you know, magic ... tricks or whatever.

The vamps continue banging. We see one of them at the window.

VAMP 2: Send out Spike!

GILES: They seem to want spikes.


Spike goes off, comes back with a handful of stakes.

SPIKE: Let's give 'em these.

GILES: Well done.

They all pick up stakes and examine them.

DAWN: But wait, what are they going to do with them?

VAMP: (O.S.) Slayer, come out and play!

TARA: 'Slay her,' that's just what they said before. (horrified) Th-th-they're gonna use the spikes to-

BUFFY: To slay someone? A female someone! (Giles looking horrified) Who do those jerks think they are?

ANYA: Bloodsuckers. They kill by sucking blood. Take it easy, Joan.

WILLOW: (O.S.) You guys!

Willow and Xander return.

XANDER: Trap door in the basement, it seems to lead to the sewer.

ANYA: Let's go!

They all get up, huddled in a mass together, and start rushing toward the back. The vampires peer in the windows.

Suddenly the front window busts in and one of the vampires appears. All the Scoobies scream and run for the back.

The back door bursts open revealing the other vampire. They all scream more and back away.

Xander drops to his knees, clasps his hands and looks upward.

XANDER: Now I'm not sure what I am so bear with me here. (in background we see one vamp grabbing Buffy, who shrieks) Now I lay me down to sleep, uh, shabat Israel, uh, om, om.

The second vamp goes past Xander and grabs Spike, slams him up against a bookcase. Spike looks scared.

VAMP 3: You owe us!

SPIKE: Fine! Take your damn spikes!

Spike pulls the stakes from his jacket and tosses them at the vamp. They clatter to the floor. Spike tries to go past but the vampire stops him.

VAMP 3: Don't be stupid.

BUFFY: Get your hands off me, you son of a-

We see Buffy struggling with the other vamp. He puts his hand over her mouth.

VAMP 3: I said you owe us.

SPIKE: Who, me?

VAMP 3: You've got the boss's kittens.

SPIKE: Kittens?!

Buffy breaks free, knees the other vamp in the groin and punches him. The other Scoobies watch in amazement.

The first vamp pushes Spike back against the wall again. Buffy runs over and pulls him away.

BUFFY: Hey! Stay away from Randy!

She stakes the vampire and he dusts. The Scoobies and Buffy watch in complete wide-eyed amazement.

DAWN: Whoa!

WILLOW: What did you just do?

BUFFY: Uh ... I...

The other vamp slides past and makes for the door as Buffy turns to face the Scoobies, holding the stake, still looking amazed.

BUFFY: I don't know. (slow smile) But it was COOL!

The others slowly begin to smile too.

VAMP 1: The boss ain't gonna like this! I'll be back. And I won't be alone!

The vamp flees out the front door. Spike shuts and locks it behind him, then drops the metal security grate down over the broken window.

BUFFY: (to others) I think I know why Joan's the boss. I'm like a superhero or something!

The others stare at her. Xander slumps to the floor in a faint.

Cut to outside. The shark demon paces as the minion vampire talks to him. In background we see other vampires trying to look in the window of the magic shop.

VAMP 1: The boys want to taste blood, boss. They wanna break down the door.

SHARK DEMON: The boys are barbarians. There's no need to do that. The humans will turn on him soon enough.

Cut to inside. Buffy peers out at the demon and vampire activity.

SHARK DEMON: (O.S.) And if they don't, we'll burn the place to the ground.

Buffy turns away from the window to face the others.

BUFFY: Okay. I've got a plan.

XANDER: I'm all ears.

BUFFY: They seem to want Randy. And I seem to be pretty strong. Wicked strong. So, you guys go through the sewers to get to the hospital, and Randy and I'll give the monsters a run for their money.

SPIKE: That's your plan?


SPIKE: Right.

ANYA: I'm not leaving the shop. I have to protect the cash register, and ... do some spells.

GILES: Oh. Well, magic might help, yes, it's worth a shot.

BUFFY: All right. You work on that then. We need to go. Ready, Randy?

SPIKE: Ready, Joan.

Spike steps forward.

GILES: Um, son. (Spike stops) Come here. Um, please.

SPIKE: Um...

GILES: Yes, um...

Spike goes over to Giles and they hug awkwardly, then Spike pushes Giles away.

SPIKE: Right.

GILES: Good, then.

Spike and Buffy go out the front. Willow, Xander, Tara, and Dawn go toward the back. Giles and Anya stay where they are.

Cut to outside. A couple of vamps stand by the front door talking. Buffy and Spike emerge. Buffy shoves the vamps aside, and she and Spike begin to run. The vamps pursue them.

One vamp grabs Spike by the shoulder and turns him around. Spike morphs into vamp face and hits the other one, sending him flying.

Buffy stops running, looks back.

BUFFY: Randy!

SPIKE: (turns to her) Hey, I'm a superhero too!

Buffy sees his vamp face, looks horrified. She turns and runs off with a scream.

SPIKE: Joan, where're you going?

Spike turns around and a vamp hits him in the face. He goes down.




Open on the same scene. Spike gets up and confronts another vamp. Spike blocks a kick and a punch, punches the vamp. We see several more vamps surrounding Spike. He hits one, takes a kick in the stomach, kicks back, punches another vamp, kicks another, grabs a third and throws him into a fourth. All the vamps go down.

SPIKE: (calls) Hey! Joan! Wait up!

He runs off.

Cut to the sewer. Xander and Tara stand at the bottom helping Dawn climb down the ladder.

XANDER: Almost there, come on. There we go.

Dawn reaches the bottom with their assistance.

DAWN: Thanks.

Xander and Tara help Willow climb down next. She reaches the bottom with her hands on Tara's shoulders. They look at each other for a moment, then separate.

They all begin walking slowly through the sewer.

DAWN: (sings) The ants go marching one by one, hurrah, hurrah. The ants go marching one by-

Dawn cuts off with a gasp as a vampire appears in front of them. They all scream, turn and run back the way they came. The vampire pursues them.

Cut to the magic shop. Giles blows dust off a book while Anya is in background looking at another book. Giles gets dust on his hands, digs in his pockets looking for something to wipe them with.

ANYA: This must be nice for us.

GILES: Sorry?

ANYA: I mean ... I know there's...

Giles finds something in his jacket pocket, pulls it out.

Close shot of Giles' plane ticket on "Global Airlines" going from Sunnydale to Los Angeles and thence to London Heathrow.

ANYA: (OS) ...the vampire problem, and our memory loss, and all that, but still...

Giles stares at the plane ticket, confused.

ANYA: spend this time together alone? Must be nice.

GILES: (puts ticket back in his pocket) Uh, yes, yes, um, I'm sure that's right. Um, which, uh, which book shall we start with?

Anya takes a book from the shelf, brings it over to him.

ANYA: (smiling) This is the book for us.

GILES: (takes book) Oh, good. Does it focus on mind control, or-or memory loss?

ANYA: Not exactly, I just, um ... my intuition tells me this is the book. (Giles stares at her) And I figure being a magic shop owner and a natural at the supernatural, I should trust my intuition.

GILES: Y-yes, fine, but as you recall, (caressing her face) I too am a magic shop owner.

ANYA: True, but my intuition says that you're not so much the magic guy and more of a paperwork type. (Giles frowns) Okay, here we go.

Anya sets the book on the table and opens it to a random page.

GILES: But you don't even know-

ANYA: (reads from book) Bara bara himble gemination.

A bunny suddenly appears on the table in front of Anya. She screams and grabs Giles.

Cut to Spike running down the street, still in game face.

SPIKE: Wait up!

He runs up to Buffy, grabs her arm. She turns, grabs his arm with her other hand, flips him over onto the ground. She kneels, straddling him and holding him down.

SPIKE: Bloody hell, what are you doing?

BUFFY: (staring at him, realizing) You don't know who you are.

SPIKE: Right, none of us do, and we're being chased by-

BUFFY: You're a vampire!

SPIKE: (shocked) How can you say - I, me, a vampire? No.

BUFFY: Check the lumpies. And the teeth.

Spike puts his hand up to his face, feels his forehead and teeth. Buffy sits up but remains straddling him. He lifts his head to look at her.

BUFFY: I kill your kind.

SPIKE: And I bite yours. (drops his hand from his face) So how come I don't wanna bite you? (Buffy frowns in confusion) And why am I fightin' other vampires?

Spike gets a look of revelation on his face, lifts himself up onto his elbows.

SPIKE: I must be a noble vampire. (Buffy looks dubious) A good guy. On a mission of redemption. I help the hopeless. (chuckles) I'm a vampire with a soul.

BUFFY: (frowning) A vampire with a soul? (beat) Oh my god, how lame is that?

Cut to the magic shop. Close on Giles.

GILES: Perhaps we should try another book.

ANYA: (O.S.) No!

Reveal Anya standing on a chair holding the book close to her face. We see that there are bunnies everywhere: on the floor, the counter, the bookshelves.

ANYA: This book made the little fluffers, and this book's gonna send 'em back. I've got it this time, okay. (reads) 'Himble abri, abri voyon.'

Another bunny appears by Giles's feet.

GILES: Yes, dear.

Anya looks alarmed.

Cut back to the street. Spike paces back and forth while Buffy stands rolling her eyes.

SPIKE: I'm a hero really. I mean, to be cast such an ugly lot in life and then to rise above it. To seek out better, nobler things. It's inspirational, isn't it? And the two of us... (gestures from Buffy to himself) natural enemies, thrown together to stand against the forces of darkness. Utter trust. No thought of me biting you, no thought of you staking me.

BUFFY: Depends on how long you keep on yapping.

Sound of growling. They both turn to see four vampires striding toward them. Spike and Buffy move closer to each other, watching with alarm.

Cut to the sewers. The four Scoobies running. Tara is in the lead. She looks to her left, sees a space behind some pillars, runs over to hide there. The others follow.

The vampire runs past, not seeing them.

Tara peeks out.

TARA: Come on. This way. Up the ladder.

They run to a ladder, climb up to an elevated tunnel leading to a large pipe. A metal grate blocks the entrance. They move it aside, climb through. Xander closes the grate behind him while the others huddle around the corner in the pipe.

XANDER: (whispers) He's coming!

They all huddle quietly as the vampire goes past again, growling.

Willow and Tara are huddled together with their faces close to each other. They look at each other, look away awkwardly, but continue sneaking looks at each other.

Cut to the magic shop. Giles is sitting on a chair.

GILES: Clearly that is not a helpful book, *darling.*

We see that the shop is even more full of bunnies, and also a green cloud that hovers in the air by the ceiling. Anya stands on the round table with her head almost in the green cloud. The bunnies crawl around sniffing the floor.

GILES: Come down, and we will go about fixing this in a sensible fashion!

ANYA: Sensible! You think it's sensible for me to go down into that pit of cotton-top hell, and let them hippity-hop all over my vulnerable flesh?

GILES: Fine, then just stay up there and keep making bunnies! That's a capital plan!

ANYA: What capital? I never know what you're talking about. Loo, shag, brolly, what the hell is all that?

GILES: What? There's no way that you could remember me saying any of those words.

ANYA: Oh, bugger off, you brolly.

Cut to the street. Spike and Buffy are fighting the other vamps. Buffy fights two at once, kicks one away, takes a kick in the face from the other. She kicks the other one back.

BUFFY: Note to self: learn to duck.

She moves forward.

One of the vamps has Spike by the arms and is holding him in place while another vamp hits him. Then the second vamp kicks Spike and he breaks free, goes down, gets up and hits the first vamp.

We see the shark-headed demon watching.

Spike ducks a punch, kicks, then head-butts another vamp, removes a scarf from around his own neck and uses it like a whip on the fallen vamp.

Buffy kicks over a mailbox, picks up its wooden post and uses it to stake a vamp as he runs at her. She turns and thrusts it at another vamp, who knocks it out of her hands. Buffy blocks a couple of punches, punches him a couple of times, kicks him, but he grabs her foot, hits her, then flips her over backward. She lands on her feet, ducks a kick and kicks the vamp away.

Spike holds one vamp by the arm while punching another, then shoves them into each other.

Cut to the magic shop. Giles is sword-fighting with an animated skeleton.

GILES: (yells) Get a different book! (grunts) Put that book down, do you hear? Not ... that... (ducks a sword thrust) book!

Cut to the sewers. The others are still sitting in their hiding place. Xander and Tara are peering out at the sewer tunnel. Willow sits opposite Dawn.

WILLOW: How you doin', Dawn?

DAWN: Uh, I'm okay. It's scary ... but, weirdly? Kind of familiar.

WILLOW: (frowns) I know what you mean.

DAWN: How are you?

WILLOW: A little confused. I mean, I'm ... all sweaty ... and trapped, no memory, hiding in a pipe from a vampire...

She pauses, looks over at the others, then back at Dawn, still frowning.

WILLOW: And I think I'm kinda gay.

Dawn looks surprised.

Cut to the magic shop. Shot of the counter with the cash register on it. Giles's head peeking over the counter from behind. He looks around cautiously.

Growling noises from the main area of the shop (which we don't see). Giles starts, pulls his head back down. We see Anya huddling behind the counter beside him.

GILES: (whispers) Look what you've done, you lunatic woman! (looking through a pile of books in his lap)

ANYA: (whispers) Don't blame me, you snobby, snotty, thinks he's so great kind of jerk ... and I feel compelled to take some vengeance on you.

She hits him over the head with her book.

GILES: (still whispering) Ow! God, no wonder I'm leaving you!

ANYA: What?!

GILES: Look! (pulls out the plane ticket) One-way ticket to London, and out of this engagement!

ANYA: (upset) Of all the nerve!

Anya pulls off her engagement ring and throws it at Giles. It bounces onto the floor and rolls out in front of the counter, with a tinkly metal noise. The growling noises continue.

ANYA: Now look at what you've done! That thing is gonna eat my ring.

Giles looks embarrassed, continues looking through his book.

Cut back to the sewer. Xander peeks out through the grate as the vampire begins to climb toward it.

VAMP 1: I smell fear ... and it smells good.

Xander, Tara, Willow, and Dawn begin fleeing through the pipe. The vampire goes to the closed grate, peers in to the pipe, retreats back into the sewer.

Xander emerges into the sewer from another hole in the pipe. He peeks around a corner and the vampire punches him. Xander grabs the vamp, who pushes him away. Xander punches the vamp a couple of times, then the vamp blocks a punch and throws Xander to the ground.

Cut back to the magic shop. Giles and Anya still huddled behind the counter. Giles reads from the book.

GILES: (whispers) Fatas ... venga ... mata ... waray!

Blue light flashes through the store, and the growling noises stop. Giles and Anya look up, then get up to peek out at the store. They both stand up. The bunnies and monster and green cloud are all gone.

GILES: Oh ... that's better.

Anya rushes out from behind the counter, picks up her ring.

ANYA: Oh, thank goodness. (puts it back on)

GILES: (comes out from behind counter) I'm so sorry, dear.

ANYA: No. Rupy, I'm sorry. You were right. That was the wrong book.

GILES: Oh ... um ... (stutters, removes his glasses) Yes, it was. But I'm, I'm still sorry.

ANYA: Don't leave me.

GILES: Oh, Anya.

He walks over to her and kisses her, bending her over backward.

Cut to the sewer. Tara, Willow, and Dawn look out of the pipe. Tara and Willow jump down to the ground, look around.

The vampire appears and growls at them. Willow gasps, grabs Tara and they fall to the ground, Willow on top of Tara.

The crystal falls out of Willow's pouch and onto the ground.

XANDER: (O.S.) Hey! Over here, big guy!

Willow and Tara gaze into each other's eyes.

Dawn ducks back into the pipe as the vampire turns toward Xander.

XANDER: (O.S.) Check out this throbbing jugular!

The vampire goes over to Xander and tries to grab him. Xander punches him.

Dawn hops down from the pipe, looks over and sees the vampire punching Xander in the stomach. Dawn bends down, picks up a piece of wood from the ground.

The vampire punches Xander again in the stomach and then the face. He throws Xander over a piece of pipe. Xander lands on his back on the ground.

DAWN: Alex!

Dawn throws the piece of wood to Xander, who catches it and uses it to stake the vamp as he attacks. Xander and Dawn stare as the vamp turns to dust.

Willow and Tara remain lying on the ground together, their faces inches apart. Tara reaches up and brushes hair away from Willow's face. They smile slightly. Willow bends down as if to kiss Tara.

Xander gets up, groaning. He walks forward.

Close shot of Xander's foot coming down on the crystal. It gives off a green light as it smashes.

Xander looks down at it, looks dizzy for a moment.

Willow and Tara pause before actually kissing. Willow gets off of Tara and they both sit up. Tara gives Willow an angry look.

Willow looks over at the crystal. Shot of the broken pieces of crystal lying on the ground.

Cut back to the magic shop. Giles and Anya still kissing. Suddenly they stop and their eyes widen.

Cut back to the street. Buffy and Spike still fighting vampires. Spike holds a vamp by the arms as Buffy kicks him, then punches him and he falls to the ground.

BUFFY: Don't mess with Joan the v-

Buffy suddenly pauses, stands still with a small frown as her memories return.

A hand appears and punches her in the face. She goes down.



Act IV


Open on the same scene. Buffy lies on the ground panting. A vampire stands over her. He kicks her in the stomach, twice. She gasps in pain.

SPIKE: Buffy! Buff-

Another vampire attacks Spike. Spike punches him.

Cut to the sewer. Tara stands up, still giving Willow a look of disgust. Willow stays sitting, looking up at her. Slowly Willow looks down, feels her belt pouch and finds it empty.

Dawn goes to stand by Xander, both watching Willow. They look down at the broken pieces of crystal. All stare at Willow.

Suddenly Xander gives a little laugh. Everyone looks at him.

XANDER: Sorry, I just got back the memory of seeing King Ralph.

Willow continues looking shocked and Tara looking angry.

XANDER: We should get back.

Xander and Dawn start walking. Tara looks down at Willow. Willow stands up and looks at her. Tara looks away, doesn't meet her eyes.

Willow looks sad, starts to follow Xander and Dawn.

Tara begins to cry, turns and follows them as well.

Cut to the magic shop. Shot of Giles holding a broom, sweeping.

GILES: Well, this place certainly needs a good tidying.

Pan across to Anya vigorously scrubbing the round table.

ANYA: Oh, yes. Yes. Yes.

Wide shot of the two of them cleaning. A large bookcase separates them from each other.

Cut back to the street. Buffy lies on the grass holding her stomach and groaning. Fight noises continue.

Spike slams two vampires together. They both go down.

SPIKE: From dust...

He reaches into his pocket, pulls out a stake, thrusts downward at one vamp.

SPIKE: dust.

He stakes the second vamp.

The shark-headed demon walks up behind him.

SHARK DEMON: You're an odd duck, Mister Spike. Fighting your own kind ... palling around with a Slayer. (Spike turns to face him) And whoa, that suit! Chutzpah must be your middle name. (chuckles weakly) Uh, hey, look, um ... about our little debt problem, it's okay, I don't need the kittens.

Spike grabs the demon by the front of his suit, pulls him close.

SPIKE: You'll get paid. I'm no welsher.

SHARK DEMON: Right, sure. (Spike lets him go) You're good for it, I know that. I'm just going to, uh ... yeah.

He clears his throat, walks away quickly.

Spike turns, sighs, walks over to Buffy.

Buffy still lies there holding her stomach, panting. Spike's hand comes into shot, reaching out to her. She looks at it.

SPIKE: You all right?

Buffy gives him an angry look, gets to her feet without taking his hand. She scowls at him, walks past him and away.

Spike watches her go, sighs.

Cut to the Bronze. Michelle Branch is onstage singing her song "Goodbye To You".

Of all the things I believed in

I just wanna get it over with

Tears warm behind my eyes, but I do not cry

Counting the days that pass me by

Buffy sits at the bar, staring vacantly in front of her.

I've been searchin' deep down in my soul

Words that I'm hearin' are starting to get old

Buffy looks on the verge of tears again. Cut back to the band onstage.

Feels like I'm starting all over again

The last three years were just pretend

And I said...

Cut to the Summers house. Tara takes a pile of clothing from the cabinet, turns, looks around.

Goodbye to you

Goodbye to everything

That I knew

Tara walks over to the bed, puts the clothes in a cardboard box sitting there. She glances toward the door, starts to cry.

Cut to a long shot of Willow sitting on the floor in Buffy's room with her knees pulled up to her chest.

You were the one I loved

The one thing that I tried to hold on to

Cut to a closer shot of Willow, then even closer. She stares ahead sadly.

Cut back to Tara folding and packing her clothes. Guitar music continues.

Cut back to the Bronze. Close shot on the singer as she starts the second verse.

I used to get lost in your eyes

And it seems that I can't live a day without you

Fade to Giles sitting on the plane surrounded by other passengers. He stares off in front of him.

Closin' my eyes, you chase my thoughts away

To a place where I am blinded by the light

But it's not right

Goodbye to you

Cut back to Willow still sitting, crying.

Goodbye to everything

That I knew

You were the one I loved

The one thing that I tried...

Cut back to Buffy in the Bronze. hold on to

Spike walks up beside Buffy. She looks over at him. He looks at her questioningly.

Buffy turns her face away from Spike, breathes deeply as if trying to hold back tears.

Spike looks frustrated, walks away. Fade back to the band onstage.

And it hurts to want

Everything and nothing at the same time

I want what's yours and I

Want what's mine

The song pauses for a moment, then resumes.

I want you

But I'm not giving in this time

Goodbye to you

Cut to the Summers house. Tara walking down the stairs holding a box. The front door of the house is open. She walks out onto the porch.

Goodbye to everything that I knew

Dawn is on the porch leaning against a post. Tara puts her box on top of another, reaches out to Dawn. But before she can touch her, Dawn turns and runs back inside.

You were the one I loved

The one thing that I tried to hold on to

Tara watches Dawn go, looks sad.

Cut to Willow still sitting and crying.

The one thing that I tried to hold on to

Cut to Giles on the plane.

Cut to the Bronze. Pan across various couples walking around, holding hands, talking, etc.

Goodbye to you

Pan around the stairs and we discover Spike and Buffy standing underneath the stairs kissing.

Goodbye to everything that I knew

Buffy pulls back for a moment, then resumes kissing Spike.

You were the one I loved...


Executive Producers: Joss Whedon and Marti Noxon.

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