Sunnydale After Dark
Out Of Mind, Out Of Sight Transcript
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Story by: Joss Whedon
Teleplay by: Ashley Gable & Thomas A. Swyden
Directed by: Reza Badiyi

This episode was originally broadcast on May 19, 1997.


In every generation there is a Chosen One. She alone will stand against the vampires, the demons and the forces of darkness. She is the Slayer.

Sunnydale High School.

Cordelia: I just love springtime.

Cut to the halls. Cordelia has her arms around her current boyfriend Mitch, and they and Harmony are walking down the hall.

Cordelia: Me and bright spring fashions!

Mitch: Spring training.

Cordelia: Me at the end of school dance.

Harmony: The end of school.

Cordelia: Definitely. My favorite time of year. (giggles) I am, of course, having my dress specially made. Off the rack gives me hives.

Mitch: Lemme guess: blue, like your eyes! (laughs)

Cordelia: (laughs) My eyes are hazel, Helen Keller.

Harmony: You two will look so fine together in the May Queen photo.

Cordelia: Well, I haven't been elected May Queen yet.

They've reached the library doors, and Buffy comes barging out. She bumps into Mitch and drops her bag, spilling out its contents: a couple of stakes, a couple of crosses, a mace and other stuff.

Cordelia: Uhhh! Behold, the weirdness!

Buffy: (looks up) You're probably wondering what I'm doing with this stuff, huh?

Cordelia: Wow, I'm not!

Buffy: Uh, for history class. Mr. Giles has this, like, hobby of collecting stuff... which he lent me... for show and tell. D-did I mention it's for history class?

Harmony: She is always hanging with that creepy librarian in that creepy library.

Cordelia and company continue down the hall.

Cordelia: (to Mitch) Hey, did I ever tell you about the time that she attacked me? At the Bronze? I don't know why this school admits mentals like her.

They laugh. Buffy watches them go with a depressed look on her face.

Cut to English class. They are discussing 'The Merchant of Venice'.

Ms. Miller: 'If you prick us, do we not bleed? If you tickle us, do we not laugh? If you poison us, do we not die? And if you wrong us, shall we not revenge?' (looks at the class) Okay. So talk to me, people. How does what Shylock says here about being a Jew relate to our discussion about the anger of the outcast in society?

Cordelia: Well, how about color me totally self-involved?

Ms. Miller: Care to elaborate?

Cordelia: Yeah. With Shylock it's whine, whine, whine, like the whole world is about him. He acts like it's justice, him getting a pound of Antonio's flesh. It's not justice, it's yicky.

Ms. Miller: But has Shylock suffered? What's his place in Venice society?

Willow: Well, everyone looked down on him.

Cordelia: That is such a twinkie defense. Shylock should get over himself. People who think their problems are so huge craze me. Like this time I sort of ran over this girl on her bike. It was the most traumatizing event of *my* life, and she's trying to make it about *her* leg! Like *my* pain meant nothing.

Ms. Miller: Well, Cordelia's raised an interesting point here. (the bell rings) Which we'll pursue at a later time.

The students get up to leave. Cordelia comes up to Ms. Miller's desk.

Cordelia: Ms. Miller?

Ms. Miller: Good observations today, Cordelia. It's always exciting to know someone's actually done the reading.

Willow rolls her eyes behind Cordelia and leaves.

Cordelia: Thanks. Um, I wanna talk to you about my final paper. I'm real unfocused. I have all these thoughts, and I'm pretty sure they all contradict each other.

Ms. Miller: Well, I have your outline here, but why don't you stop by tomorrow after school? We'll go over it then.

Cordelia: That'd be great! Thanks a lot. (starts to leave)

Ms. Miller: You're welcome. I'll see you then.

Cordelia: Okay! Bye! (goes into the hall) Harmony!

Harmony: Hi!

Cordelia: They called and said the dress is ready. It's so great! Mitch is gonna die!

Cut to the boys' locker room. Mitch comes out of the showers, drying himself off. He wraps his towel around his waist and goes over to his locker. He dries his hair a bit with another towel, and then reaches into his locker for his clothes. Another boy closes his locker and comes over to him as he pulls on his pants.

Bud: Hey, Mitch! You goin' to the Bronze?

Mitch: Later. I'm pickin' up my tux first.

Bud: Uh huh.

Mitch: Gotta look sharp for the big dig.

Another boy comes over and joins them.

Bud: Oh, that's right! You gotta look good to be on Cordelia's arm!

Mitch: Oh, it's not her arm I'm lookin' to be on. (laughs)

The boys laugh and then go. Cut to a shot of Mitch approaching from the other side. Footsteps can be heard, and then a girl's giggling. Mitch hears it and looks around.

Mitch: Who's there?

He doesn't see anyone, so he continues getting dressed. He hears the giggling again, and looks behind him where he thinks it's coming from.

Mitch: Okay, fun time's over, come out.

He reaches for a bat on top of the lockers, but it floats up by itself.

The bat swings and hits him, and he falls down. The bat swings again but misses and hits the locker doors. It hits him on his upper left arm twice. Another swing of the bat hits him in the face, and he's knocked unconscious.

Opening credits roll. Buffy's theme plays.

~~~~~~~~~~ Part 1 ~~~~~~~~~~

In the halls at school. Cordelia hands out chocolates while campaigning for May Queen.

Cordelia: Now, remember who to vote for for May Queen! As in me!

Boy: Thanks.

She sees Harmony and walks over to her.

Cordelia: Hi! Isn't this the bomb? I'm such the campaign strategist.

Harmony takes one and sees the 'C' on the wrapper.

Harmony: 'C'. For Cordelia?

Cordelia: No, 'C' for Wilma, little brain! Of course, 'C' for Cordelia! This way people will associate me with something sweet!

She absently continues to the next student.

Cordelia: Here's a chocolate... (sees it's Buffy and pulls her hand back) Oh. I don't think I need the loony-fringe vote. (leaves)

Buffy: Well, I-I don't even *like* chocolates. (to herself) Okay, that was the lamest comeback of our times.

Xander and Willow arrive.

Xander: So, what's Cordelia up to?

Buffy: Bribery. She's desperate to be May Queen.

Xander: Cordelia, man, she does love titles!

Willow: (reminded by that, laughing hysterically) Oh, God! Remember in sixth grade with the field trip?

Xander: Right! Right! The guy with the antlers on his belt!

Willow: Be my Deputy!

Xander: And remember the, the hat?

Willow: Oh God! The hat!

Buffy: Gee, it's fun that we're speaking in tongues.

Willow: I'm sorry. (calms down)

Xander: It's just that we had this, uh... You had to be there.

Willow: It's not even funny.

Xander: Really.

Willow: Uh, Cordelia just has a history of trying too hard.

Xander: Yeah, what kind of moron would wanna be May Queen anyway?

Buffy: (turns to her locker) I was.

Xander: You what?

Buffy: At my old school.

Xander: Oh! So the, uh, *good* kind of moron would do that. The, uh, non-moron, I mean.

Buffy: (closes her locker and turns back) Well, we didn't call it 'May Queen', but we had the coronation, and the dance, and all that stuff. It was nice.

Xander: Well, you know, you don't need that anymore. You got us!

Willow: (cracks up again) Be my Deputy! Oh, God...

Buffy feels very left out. Suddenly Bud comes running down the hall with news about Mitch.

Bud: Guys! C'mon! (Buffy looks up) Mitch got whaled on! I think he's...

Cut to the door to the gym. Principal Snyder is talking to the students.

Snyder: Dead? Of course not. What are you, ghouls?

They all turn to look when the paramedics open the doors to the gym and wheel Mitch out.

Snyder: There are no dead students here. This week. Clear back, make room, all of you.

Buffy grabs the gurney and stops it.

Buffy: Mitch, what happened?

Mitch: I don't know. I, I heard something. I tried to grab a, a bat... (guffaws, unable to believe what he's saying) that hit me.

Buffy: What hit you?

Mitch: The bat! By itself, the thing was floating, it knocked me out.

The paramedics wheel him away.

Buffy: (to Xander) I'd better check out the scene. (starts toward the locker room)

Snyder: Where do you think you're going?

Buffy: (stops and faces him) Um, Mitch wanted me to get his comb. He, he likes his comb.

Snyder: I don't think Mitch needs his comb right now. I think Mitch needs medical attention.

Willow and Xander exchange a look.

Snyder: And you need to stay away from the crime scene. Always sticking your nose in.

Willow: (loudly) Sue? What did you say? Mitch was gonna sue the school?

Snyder: (diverted by Willow) Sue? Who?

Buffy mouths a 'thank you' to Willow and Xander and quickly goes onto the locker room.

Xander: Well, his dad is the most powerful lawyer in Sunnydale.

Snyder: Hold on. What have you two heard?

Xander: His dad, the lawyer. You haven't heard of him?

Willow: Other lawyers call him 'The Beast'.

Cut to the locker room. It's deserted. Buffy walks quietly and looks around. She sees the bat on the floor and goes over to it. She nudges it with her foot and it just rolls away. She goes into the nearest row of lockers where four of the locker doors are damaged and wide open. She looks into one of the lockers and notices a large letter on the door next to it. She closes all the lockers and sees the word 'look' painted in red.

Cut to later in the cafeteria during lunch.

Willow: 'Look'? That's all it said?

Xander: Look at what? Look at Mitch?

Buffy: Maybe. All I know is it's a message.

Xander: And...

Giles: (finds them) Ah, here you are.

Buffy: And monsters don't usually send messages. It's pretty much crush, kill, destroy. This was different.

Giles: I'd have to say you're right.

Buffy: I love it when he says that! Any theories?

Giles: (takes a seat) Uh, I'm, uh, it's a bit of a puzzle, really. Um, I've never actually heard of anyone attacked by a lone baseball bat before.

Xander: Maybe it's a vampire bat. (no response from the others) I'm alone with that one, huh?

Giles: Well, assuming the bat itself is not possessed, uh, there are a few possibilities that bear investigating. Uh, someone with telekinesis, uh, the power to move objects at will, uh, uh, an invisible creature, um, or possibly a poltergeist.

Willow: A ghost?

Giles: Yes, and a very angry one.

Buffy: Yeah, I'd say. The locker room was a real scene.

Willow: If it's a ghost, then we're talking about a dead kid.

Buffy: I guess so. You know, why don't you compile a list of dead or missing kids? It's probably a good place to start.

Giles: And, uh, I'll research all the possibilities, ghosts included. But, uh, Xander, if you're not doing anything, would you like to help me?

Xander: What, so there's homework now? When did that happen?

Buffy: It's all part of the glamorous world of vampire slayage.

Xander: Well, what part do you have?

Buffy: Gonna find out what I can about Mitch. This attack wasn't random.

Xander: Well, I want that part.

Buffy: Fine. You can do it. Ask around, talk to his friends. Talk to Cordelia!

Xander: Talk to Cordelia? (to Giles) So, research, huh?

Cut to the balcony. Harmony finds Cordelia at the drinking fountain.

Harmony: Hi!

Cordelia: Oh, hi.

Harmony: Cordelia, you weren't in fifth period.

Cordelia: I went to the hospital.

Harmony: Oh, Mitch. How is he? Will he be okay?

Cordelia: Well, the doctor says he'll be fine. They're gonna send him home tomorrow. But... you should've seen him lying there. All black and blue? How's he gonna look in our Prom pictures? How am I ever gonna be able to show them to anyone?

Harmony: Well, they can do wonderful things with airbrushes these days.

Cordelia: You think?

Marcie has a flashback. Harmony finds Cordelia at the drinking fountain.

Harmony: Hi!

Cordelia: Hi! Did you see Mitch? He just broke up with Wendy eight seconds ago, and he's already nosing around.

Harmony: It's shameless!

Cordelia: In the spring, if he makes varsity baseball, maybe I'll take him on a test drive.

Marcie: Hi, guys!

Cordelia: What do *you* want?

The flashback is over. Cordelia and Harmony walk along the balcony toward the stairs.

Cordelia: I just hope they can prop him up long enough to take the picture.

Buffy: (from the door) Cordelia, can I talk to you?

Cordelia: Oh, great.

Harmony: Why is she always try... Uff!

She jerks backward and tumbles down the stairs. Buffy, Cordelia and others come running down after her. Principal Snyder saw it happen, too.

Cordelia: Harmony!

Snyder: Oh, for heaven sakes! Clear back, everyone! Give her some air! (to a student) You! School nurse, now!

The student nods and scrambles to get the nurse.

Harmony: Ow! Oh, my ankle! I think it's broken.

Buffy: What happened?

Snyder: (to Buffy) Hey! Who's the principal here? (to Harmony) What happened?

Cordelia: She fell! She, she, we were standing at the top of the stairs and she just fell! All by herself!

Harmony: No! I was pushed!

Buffy gets up when she hears laughter and footsteps going up the stairs.

She follows the sounds up the stairs. Snyder bends down and touches Harmony's ankle.

Harmony: Ow!

Snyder: Don't sue.

Buffy reaches the top of the stairs and still hears the laughter. She sees a door close and follows whoever it was in. Cut inside.

Buffy: Is anybody here?

She feels something bump her and hears footsteps going into the band room. She looks around, confused.

Buffy: Hey! Who's here?

She goes into the band room and hears activity somewhere. The ceiling access hatch in the corner rises up, but Buffy doesn't notice it.

Buffy: Okay, I know someone's here. Look, I'm not gonna hurt you. I just wanna talk to you.

The ceiling hatch lowers back into place. Buffy looks around and finally leaves. The camera pans from Buffy up to the ceiling hatch in a corner above a cabinet.

~~~~~~~~~~ Part 2 ~~~~~~~~~~

The main entrance to Sunnydale High after school. Students are leaving for the day. The camera pans over to two men dressed in black suits watching the student's activity.

Buffy: Giles, have you ever touched a ghost?

Giles: Uh, no. From what I've heard, uh, having a, a ghost pass through you is a singular experience. It's a, it's a rather, uh, cold amorphous feeling. It makes your hair stand on end.

Buffy: You see, that's my problem. I touched the thing, but it didn't go through me. It bumped into me. And it wasn't cold.

Xander: So, we're talking about what, an invisible person?

Buffy: A girl. She laughed.

Giles: A girl on campus with the ability to become invisible.

Xander: That is so cool!

Willow: Cool?

Xander: Well, yeah, I would give anything to be able to turn invisible. Well, I wouldn't use my powers to beat people up, but I'd use my powers to protect the girls' locker room.

Giles: It must be a fairly heady experience... having that ability.

Willow: How'd she get it? Is she a witch? 'Cause we can fight a witch.

Xander: Hmm. Greek myths speak of cloaks of invisibility, but they're usually for the gods. (gets looks from everyone) Research Boy comes through with the knowledge!

Buffy: This girl's sorta petty for a god.

Willow: She's got a grudge. But why Harmony?

Xander: Harmony and Mitch. The common denominator is...

Buffy: Cordelia!

Willow: So what now?

Buffy: First thing tomorrow, why don't you pull up that missing kids list?

Willow: Got it. I'll see ya then.

Buffy: Bye.

Xander: See ya. (leaves with Willow) Oh, hey, do you wanna come to our place tonight for dinner? Mom's making her famous phone call to the Chinese place.

Willow: Xander, do you guys even have a stove?

Giles: (to Buffy) So, I'll look into ways that you can de-cloak an invisible someone. What about you?

Buffy: I think Cordelia's gonna be workin' on her May Queen dress tonight. Maybe there'll be some action. Guess I'm gonna start the hunt.

Giles: How exactly do you propose to hunt someone you can't see?

Buffy gives Giles an inquisitive look. Cut to the halls that night. The shadow on the floor shows the doors opening.

Giles: You may have to work on listening to people.

Buffy: Very funny.

Giles: I thought so.

Buffy comes into the hall and hears activity to her left. She finds the room where Cordelia and her friends are getting her dress ready. They fuss over the dress. Buffy hears the conversation and laughter coming from the room.

Cordelia: Should I wear my hair up? Do you think I should wear it up?

Buffy peeks through the door to watch.

Cordelia: How does the, um, hem go? Is it, is it long enough, or...

Buffy smiles.

Cordelia: Isn't it beautiful?

Buffy looks down and remembers her own experience as Prom Queen. As she turns to go she hears a flute playing. She begins to follow the sound.

Cut to the library. Giles comes up the stairs and stops when he hears the music, too. The music stops, and he continues into the stacks. He hears a squeaking and stops again.

Giles: Who's there?

After a moment he takes a few steps to a glass-enclosed bookcase and sees his reflection. He turns away and is startled by Angel standing there. He looks back at his reflection but doesn't see one for Angel.

Giles: (exhales) A vampire casts no reflection.

Angel: Don't worry. I'm not here to eat.

Giles: Buffy told me you don't feed from humans anymore.

Angel: Not for a long while.

Giles: Is that why you're here? To see her?

Angel: I can't. It's, uh... It's too hard for me to be around her.

Giles: A vampire in love with a Slayer! It's rather poetic! In a maudlin sort of way. What can I, uh... What can I do for you?

Angel: I know you've been researching the Master.

Giles: Yes, the vampire king. I've tried to learn as much as I can about him for the day that Buffy must face him.

Angel: Something's already in motion, something big, but I don't know what. You've read all the Slayer lore there is, right?

Giles: I-I've studied all the extant volumes, of course. But the, uh, most salient books of Slayer prophecy have been lost. The Tiberius Manifesto, the Pergamum Codex...

Angel: The Codex?

Giles: It's reputed to have contained the most complete prophecies about the Slayer's role in the end years. Unfortunately, the book was lost in the 15th century.

Angel: Not lost. Misplaced. I can get it.

Giles: (exhales, astounded) That would be most helpful! Uh, m-my own volumes have... been rather useless of late.

Angel: (looks at Giles' book) Legends of Vishnu?

Giles: (a bit embarrassed) There's an... invisible girl terrorizing the school.

Angel: That's not really my area of expertise.

Giles: Nor mine, I'm afraid. Uh, it's fascinating, though. By all accounts it's a, a... a wonderful power to possess.

Angel: Oh, I don't know. Looking in the mirror everyday and seeing nothing there. (cut to Giles' reflection) It's an overrated pleasure.

Cut to a girls' restroom. Marcie is having another flashback. She looks at herself in the mirror. Cordelia and her friends come in.

Cordelia: God! I am never sitting through another one of those alumni lectures again. Two hours of 'My Trek Through Nepal'. Hello! There is nobody caring.

Marcie: And did you guys see his toupee? I mean, it looks like a cabbage.

Cordelia: And those slides! 'That's a mountain. That's a mountain, too. Now look at some mountains.'

Harmony: I swear, he had three slides and just used them over and over.

Marcie: I know, but did you guys see his toupee? I mean, it was, like, the worst!

Harmony: (to Marcie) We're talking, okay?

Cordelia: Oh! And did you guys check out that extreme toupee? Yeah, that's realistic. It looked like a cabbage.

They all laugh. Cordelia and her friends leave the restroom. Marcie stays behind and feels very left out.

Snyder: The winner is Cordelia Chase!

Cut to the quad where a stage has been set up.

Snyder: Let's bring up our new May Queen.

The students in the quad all applaud. Xander and Willow walk out of the crowd.

Cordelia: Thank you for making the right choice, and for showing me how much you all love me. (applause) Being this popular is not just my right, but my responsibility, and I want you to know I take it very seriously.

Cut to Buffy leaning on a nearby pillar. Willow and Xander come up to her.

Cordelia: It all began when...

Xander: So, Giles said you'd be here. Why are you being here?

Buffy: Last night was a bust. But I still think Cordy's the key.

Willow: This is the dead and missing list. I pulled up their classes, activities, medical records...

Buffy: Good work.

Willow notices the two men in black suits loitering by some stairs.

Willow: Has Cordelia hired a bodyguard or something?

Xander sees them too, and he and Willow exchange a look.

Buffy: Hey, you guys, check out this one. It's the most recent one, Marcie Ross, disappeared, like, six months ago.

Xander: I don't know her.

Willow: Me neither.

Buffy: Her only activity was band. She played the flute.

Willow: So?

Buffy: Well, last night when I was hunting, I heard this flute, but I couldn't figure out where it was coming from. And it was in the band room that I lost Miss Invisible yesterday. You know what, this all tracks. I'm gonna check it out. See you guys later?

Xander: Okay, we'll see you after geometry.

Cordelia: (still giving her acceptance speech) Ask not what your school can do for you, ask: Hey! What am I wearing to the Spring Fling?

Cut to the band room. Buffy looks around and almost runs into a chair.

She notices a boot print on it, guesses it was used as a step to climb and looks up. She notices in the corner of the ceiling that there's an access hatch. She climbs up onto the cabinet and crawls over to the hatch. She lifts it up and puts it aside as she pokes her head in and has a look around. She climbs up onto the ceiling and begins to crawl through the space. Near a skylight she finds Marcie's things. Her flute is there, and Buffy picks it up to look at it. The camera shows Marcie's view as she watches Buffy go through her stuff. Buffy picks up her teddy bear, looks at it and puts it back. She looks under some sheet music, finds Marcie's yearbook, pulls it out and opens it.

Buffy: Marcie Ross. So it is you.

As Buffy sits there and reflects, a knife floats in midair behind her left shoulder. Buffy closes the yearbook and takes it with her as she starts back to the hatch. In the band room she closes the hatch and climbs back down from the cabinet.

Cut to Ms. Miller's classroom. She's waiting for Cordelia to show up.

Marcie walks in and closes the door.

Ms. Miller: Cordelia, could you possibly be on time?

She looks up from her desk and sees no one's there. She goes back to her work as Marcie walks around behind her and giggles.

Ms. Miller: Who's there?

Marcie slips a plastic bag over Ms. Miller's head and ties it off. Cut to the hall. Cordelia arrives at the door and knocks. Cut inside. Ms. Miller is slumped over on her desk. Cordelia comes in.

Cordelia: Ms. Miller? (sees her) Oh, my God! Ms. Miller! (lifts her up) Oh, my God! (pulls the bag off) Are you okay?

Ms. Miller draws a sudden deep breath and begins coughing.

Cordelia: Ms. Miller, what happened?

Behind her at the chalkboard a piece of chalk floats up and begins to write.

Ms. Miller: Attacked. Didn't see.

The piece of chalk makes noise on the board, and Cordelia and Ms. Miller turn to see it finish writing the word 'listen'.

~~~~~~~~~~ Part 3 ~~~~~~~~~~

The library. Giles is sitting at the table.

Giles: A nest?

Buffy: It looked like she'd been there for months. It's where I found this.

She opens the yearbook and puts it on the table for Willow and Xander to see.

Willow: Oh, my God! (reads) 'Have a nice summer. Have a nice summer.' This girl had no friends at all.

Giles: Uh, once again I teeter at the precipice of the generation gap.

Buffy: 'Have a nice summer' is what you write when you have nothing to say.

Xander: It's the kiss of death.

Buffy: You guys didn't know Marcie Ross?

Xander: Never met her. Why?

Buffy: 'Cause you both wrote it, too. (points to Xander's signature)

Xander: 'Have a nice...' Yeesh!

Willow: Where am I? (Buffy points) Oh. 'Have a *great* summer.' See, I cared!

Buffy: You guys don't remember her?

Xander: No, I probably didn't see her except to sign the book. I mean, this is a big school.

Willow: (looks at her printouts) Xander, we each had four classes with her last year.

Buffy: So, no one noticed her, and now she's invisible.

Xander: What, she turned invisible because no one noticed her?

Giles: (hits the table) Of course! (gets up) I've been investigating the mystical causes of invisibility when I, I should have looked at the quantum mechanical! (gets looks from them all) Physics.

Buffy: I think I speak for everyone here when I say, huh?

Giles: (gets a book) It's a rudimentary concept that, that reality is shaped, even, even... created by our perception.

Buffy: And with the Hellmouth below us sending out mystical energy...

Giles: People perceived Marcie as, as, as invisible, and, and, and, and she became so.

Cut to Ms. Miller's class, where Marcie has another flashback.

Ms. Miller: So, who knows the answer to this one? Think about it.

Several students, including Marcie, raise their hands.

Ms. Miller: Cordelia?

Cordelia: Well, just because the story's about him, doesn't necessarily mean he's the hero, right?

Ms. Miller: Exactly. So, what do we call him? Willow?

Willow: Well, the protagonist.

Ms. Miller: Xander?

Xander: Why can't he be both? I mean, he did do some things that are pretty heroic.

Ms. Miller: Absolutely. Who doesn't agree with that?

Several students including Marcie raise their hands. Ms. Miller points to one.

Ms. Miller: Okay.

Marcie raises her hand again. Ms. Miller points to someone else.

Ms. Miller: And how about you?

Marcie becomes weary of constantly being passed over and sighs. She looks at her hand and watches as it becomes translucent and then transparent. Her flashback is over. Cut to the library.

Buffy: This isn't this great power that she can control. It's something that was done to her. That *we* did to her.

Willow: No wonder she's miffed.

Xander: What does she want?

Buffy: Just what we thought. Cordelia.

She turns the yearbook to Willow and Xander to show them the marked up picture of Cordelia. Cordelia comes into the library and overhears her name.

Cordelia: What? I knew you'd be here. Buffy, I, uh, I, I know we've had our differences, with you being so weird and all, and hanging out with these total losers...

Willow and Xander can't believe that she just said that in front of them.

Cordelia: Ooo! (exhales) Well, anyway, despite all of that, I know that you share this feeling that we have for each other, deep down...

Willow: Nausea?

Cordelia: Somebody is after me! They just tried to kill Ms. Miller? Uh, she was helping me with my homework. And Mitch! And Harmony?! This is all about me! Me, me, me!

Xander: Wow! For once she's right!

Buffy: So you've come to *me* for help.

Cordelia: (nods) Because you're always around when all this weird stuff is happening. And I know you're very strong, and you've got all those weapons... I was kind of hoping you were in a gang.

Buffy can't believe what she's hearing.

Cordelia: Please! I don't have anyone else to turn to!

Giles gets up and offers her a chair.

Giles: Please. Sit down.

Cordelia: Okay. Thanks.

Giles: You know, I... I don't recall ever seeing you here before.

Cordelia: Oh, no, I have a life.

Buffy: Okay. (exhales) Cordelia, your attacker is an invisible girl.

Xander: Who is really, really angry at you, which I... can't imagine personally, but it... takes all kinds, y'know?

Cordelia: Well, I don't care what it is, just get rid of it!

Buffy: Well, it's not that simple, it's a person, it's... (shows her the yearbook) It's this person. Now, do you have any idea why she'd be so...

Cordelia: Oh, God! Is she really wearing Laura Ashley?

Xander: So homicidal?

Cordelia: (exhales) I have no idea! I've never seen this girl before in my life!

Cut to the crawl space in the ceiling.

Marcie: (maniacally) I won 'cause you didn't see me coming. Cordelia, you don't remember me. I remember you, all your idiot slut friends, I

hate them. They take your life and they suck it out of you! But then they didn't see me coming. They gotta learn. They gotta learn.

Cut to the library.

Giles: According to what you told us about the attack on Ms. Miller, we now have two messages from Marcie: 'look' and 'listen'.

Willow: Messages we don't understand.

Buffy: I don't think we're supposed to... yet. Marcie's not quite ready. But from what she did to Cordelia's picture, I would say that she's wigged on the whole May Queen thing. Maybe she's gonna do something about it.

Willow: Stop the coronation tonight, maybe. Keep you guys away from the Bronze?

Cordelia: Nothing is keeping me from the Bronze tonight!

Xander: Uh, can we just revel in your fabulous lack of priorities?

Cordelia: If I'm not crowned tonight then, then Marcie's won! And that would be bad. She's evil, okay? Way eviler than me.

Buffy: Cordelia has a point.

Cordelia: Buffy's with me on this.

Buffy: Anyway, continuing the normal May Queen activities may be the best way to draw Marcie out. We can use Cordelia as bait.

Cordelia: Great! Bait?

Giles: Willow, Xander, you'll help me begin our research anew. Unless we find a way to cure Marcie's invisibility, then Buffy will be...

Marcie is there now looking down from the stacks.

Buffy: A sitting duck.

They all get up to do their tasks.

Buffy: (to Cordelia) C'mon.

Cordelia: Well, I have to try on my dress. And am I really bait?

Cut to the halls. Buffy and Cordelia are walking.

Cordelia: So, how much the creepy is it that this Marcie's been at this for months? Spying on us? Learning our most guarded secrets? So, are you saying she's invisible because she's so unpopular?

Buffy: That about sums it up.

Cordelia: (exhales) Bummer for her. It's awful to feel that lonely.

Buffy: Hmm. So you've read something about the feeling?

Cordelia: (stops Buffy) Hey! You think I'm never lonely because I'm so cute and popular? I can be surrounded by people and be completely alone. It's not like any of them really know me. I don't even know if they like me half the time. People just want to be in a popular zone. Sometimes when I talk, everyone's so busy agreeing with me, they don't hear a word I say.

Buffy: Well, if you feel so alone, then why do you work so hard at being popular?

Cordelia: Well, it beats being alone all by yourself.

She continues down the hall. After considering that for a moment Buffy quickly follows.

Cut to the library. Willow hears a flute play.

Willow: Shhh! Listen!

They all listen for a moment and look in the direction of the music.

Giles: Come on.

Cut to the hall. They come out of the library.

Giles: We could... talk to her. Perhaps reason with her. Or possibly grab her.

Willow: There are three of us.

Xander: Let's go!

They start down the hall. Cut to a mop closet. Buffy opens the door and turns on the light.

Cordelia: If you ever tell to anyone that I changed in a mop closet...

Buffy: Your secret dies with me. (looks around) Looks okay. But hurry.

Cordelia: Okay.

She leaves the closet and closes the door behind her.

Cut to the basement. Giles, Willow and Xander come down the stairs and look around. They all listen for the next direction to take. Xander hears the flute through a pair of heavy metal doors.

Xander: Over here.

He opens the door and they all follow him into the boiler room.

Giles: Marcie? We know what happened to you. Please, can we talk to you?

Willow: We're sorry we ignored you.

Xander follows the sound of the flute over to a shelf where there's a tape recorder playing.

Xander: Can you say 'gulp'?

Marcie can be heard running from the room and slamming the door behind her. The main gas valve has been opened and is hissing.

Giles: What's that sound?

Cut to the hall. Buffy is talking to Cordelia through the door.

Buffy: You know what you were saying before? I understand. Somehow it doesn't seem to matter how popular you are when...

Cordelia: You were popular? In what alternate universe?

Buffy: In L.A. Th-the point is, I did sort of feel like something was missing.

Cordelia: Is that when you became weird and got kicked out?

Buffy: Okay. Can we have the heartfelt talk with a little less talk from you? (no response) Cordelia?

She hears noises inside the closet and some muffled screaming.

Buffy: Cordelia!

She tries the door, but it's locked.

Buffy: Cordelia!

She punches through the door and reaches in to unlock it. As she comes in she sees Cordelia being pulled through the ceiling.

Cordelia: Buffy!

Buffy tries to jump and grab her legs, but she's pulled through too quickly. Buffy steps back, takes a running jump up to grab a pipe and swings herself up and through the opening.

Cut to the basement.

Giles: It's gas. (checks the furnace) She's snuffed out the pilot light! The gas is on full! (looks around) I can't find the shutoff valve.

Xander finds the valve handle on the floor.

Xander: Is this it?

Willow: Okay, that's bad. How 'bout the door?

She and Xander slam themselves into it, but it doesn't budge. Xander spots a bar, grabs it and starts to swing it at the door like a ram.

Giles: NO! One spark and you'll take the whole building with us!

Cut to the ceiling crawl space. Buffy looks around and finds Cordelia lying there.

Buffy: Cordelia! (kneels next to her) Cordelia! (takes her pulse) Oh, my God!

She's looking around for what to do when Marcie kicks her. She rolls away and falls through a ceiling panel and onto a desk below, smashing it and getting knocked out. Marcie drops a medical bag next to her and opens it. Buffy wakes and lifts her head to look around. Marcie gets a syringe out of the bag and goes over to Buffy. She sees the needle at the last moment as Marcie injects her in the neck. Buffy's vision blurs, and in just a few seconds she falls back to the floor unconscious.

~~~~~~~~~ Part 4 ~~~~~~~~~~

Outside the Bronze. Cut inside. Cordelia and Buffy are tied to the May

King and Queen thrones. Buffy wakes up.

Cordelia: Buffy? You're awake?

Buffy: (a bit disoriented) Yeah.

Cordelia: I can't feel my face!

Buffy: What do you mean?

Cordelia: My face. My face is numb. What is she doing?

Buffy: I don't know.

Cordelia looks at the curtain. 'Learn' is written on it in glitter.

Cordelia: What does that mean?

Buffy: I don't know.

Cut to the basement. Giles tries to turn the gas valve off with his bare hands with some success.

Giles: That should give us a few minutes, but we b... If we don't get out of this room soon...

Willow: Why is Marcie doing this?

Giles: The loneliness, the constant exile, she's... (coughs) she has gone mad!

Xander: Ya think? (coughs)

Cut to the Bronze. A tray wheels itself over to Buffy and Cordelia.

Marcie: Uh, I'm disappointed. I'd really hoped you guys had figured it out by now.

Buffy: Well, why don't you explain it? C'mon, Marcie, what are we supposed to learn?

Cordelia: Yeah, what do you wanna teach us!

Marcie: You don't get it. You're not the student. You're the lesson.

Cordelia: What did you do to my face?

Marcie: Your face. That's what this is all about, isn't it? Your beautiful face. That's what makes you shine just a little bit brighter than the rest of us. We all want what you have. To be noticed, remembered. To be seen.

Cordelia: What are you doing?

Marcie: Well, I'm fulfilling your fondest wish.

She pulls off the cloth covering the tray, revealing several surgical instruments. Cordelia gasps when she sees them.

Marcie: I'm gonna give you a face no one will ever forget.

Cut to the basement. Willow is slouched on the floor, weakened by the lack of oxygen. Giles takes off his jacket and wraps it around the pole

Xander found to prevent sparks.

Giles: One, two, three!

The two of them ram the door with the pole, and it makes a deep, loud boom, but it doesn't budge.

Giles: Again!

The door still won't budge.

Cut to the Bronze.

Buffy: Marcie, you can't do this.

Marcie: What are you gonna do? Slay me?

Buffy: Marcie, you know this is wrong.

Marcie: (punches Buffy) You shoulda stayed outta my way. Y'know, I, I thought, I thought you would understand my vision, but you're just like them.

She takes a scalpel from the tray and swings it at Cordelia's face.

Cordelia: (gasps) Please don't do this! (watches the blade float in front of her) Nooohohoho!

Marcie: You should be grateful. I mean, people who pass you in the street are gonna remember you for the rest of their lives.

Buffy struggles to reach for the tray while Marcie concentrates on Cordelia.

Marcie: Children are gonna dream about you. And every one of your, your friends who comes to the coronation tonight will take the sight of the May Queen to their graves.

Cordelia: Wait!

Marcie: No, we really have to get started. The local anesthetic's gonna wear off soon, and I don't want you to faint. It's less fun if you're not awake.

Cut to the basement. Willow is unconscious. Xander and Giles are on the floor now, too.

Xander: You guys are... I'm blacking out on you.

He collapses onto Willow.

Cut to the Bronze.

Marcie: Let me see. I think we should start with your smile. I think it should be wider.

Cordelia: Marcie, I know you think I don't understand, but I do!

Marcie: Yeah, I'll *bet* you know how I feel. I'm sure you can just be with all your friends and feel so alone 'cause they don't really know you. You're just a typical, self-involved, spoiled little brat, and you think you can charm your way out of this, don't you?! ISN'T THAT WHAT YOU THINK?!

She swings the scalpel and cuts Cordelia's cheek. Buffy looks at her in shock.

Marcie: I see right through you.

Buffy has freed her legs and kicks the instrument tray into Marcie. She stumbles back into the curtain. Buffy quickly pulls the rest of the ropes off and gets out of her chair.

Cordelia: Oh, my God! Get me out of here, please!

Buffy: (starts working on Cordelia's ropes) Hold still!

Marcie can be heard getting back up, and she kicks Buffy away from Cordelia. Cordelia screams.

Cordelia: (crying) Uh, huh, huh, oh, my God!

Cut to the basement. Giles is weakly slapping against the door. It suddenly opens, and Giles falls through it. Angel stands in the doorway and looks around and down. He quickly grabs Giles and helps him up.

Angel: Come on!

He helps Giles out of the room. He pulls Xander up, and he wakes and gets out by himself. Angel picks Willow up in his arms and carries her out. Giles slams the door closed. They all cough and try to breathe.

Xander: What happened?

Angel: You tell me.

Willow: (waking up) I'm up, mom.

Xander: (notices Angel) Hi! What do you want?

Angel: I brought you the Codex. (hands the book to Giles) I came in through the basement. I smelled the gas.

Giles: Yes, w-w-well shut it off, otherwise, uh, the whole building will go up!

Angel: I'll get it. It's not like I need the oxygen.

Giles: Come on, let's get out of here.

He leads Willow and Xander up the stairs as Angel watches them go. When they're gone Angel goes into the room to shut off the gas.

Cut to the Bronze. Buffy gets up.

Buffy: Y'know, I really felt sorry for you. You've suffered. There's one thing I really didn't factor into all this. You're a thundering loony!

Cordelia: Buffy, are you okay?

Buffy tries to get up, but Marcie kicks her back down.

Cordelia: Oh, my God! Oh, my God!

Buffy tries to get up again, but Marcie punches her and knocks her onto the chair.

Cordelia: (screams) Buffy!

Buffy falls off of the chair and tips it over onto herself in the process.

Cordelia: (screams) Buffy! Oh, my God!

Buffy gets up again and takes a blind swing.

Marcie: Hey, moron! I'm invisible! (knocks Buffy down) How are you gonna fight someone you can't see?

Cordelia: Oh, my God!

She is in hysterics, and it's distracting Buffy.

Buffy: Cordelia, shut up.

Cordelia: (meekly) Okay.

Buffy closes her eyes and tries to sense where Marcie is. Marcie slowly walks around her. The floor creaks under her foot and Buffy spins around and lands a punch right on target. Marcie staggers back into a red banner, and it wraps around her and gets pulled down with her. She gets up with the banner draped over her head.

Buffy: I see you.

She punches Marcie again, knocking her down once more. The side door opens, and several FBI men come in.

Agent: Everybody stay where you are.

Two agents run over to Buffy and Marcie.

Doyle: (gun drawn) FBI! Nobody move!

Manetti: (holds out his hand to keep Buffy back) Okay, we'll take it from here now, ma'am. (helps Marcie up)

Buffy: Take what from where?

Doyle: I'm agent Doyle, this is Agent Manetti. We're here for the girl.

Buffy: Well, where were you ten minutes ago when she was playing surgeon?

Doyle: I'm sorry, we came as fast as we could.

Marcie: (to herself) Oh, my God!

Doyle: (hands Marcie off to another agent) We'll take it from here on.

Agent: C'mon.

Buffy: You can cure her?

Doyle: We can rehabilitate her.

Manetti: In time she'll learn to be a useful member of society again.

Marcie is led out of the Bronze by the other agents.

Marcie: Where are we going?

Doyle: Very useful.

Buffy: (realizes) This isn't the first time this has happened, is it? It's happened at other schools.

Manetti: We're not at liberty to discuss that.

Doyle: It would be best for you to forget this whole incident.

Buffy: Do you know that you guys are very creepy?

Doyle: Thank you for your help.

Manetti: Oh, and, uh... have a nice day.

Buffy watches them go.

Cordelia: Can I get untied now?

Buffy turns to Cordelia and kneels down to untie her. She smiles up at Cordelia.

Cut to the school halls the next day. The team is walking to the library.

Buffy: I just can't believe how twisted Marcie got. By the way, how did you guys get out of the boiler room?

Xander: Oh, well, when the gas was coming down, we...

Giles: Janitor, um, found us. Shut the valve off.

Willow: We were lucky.

Buffy: I'll say.

Cordelia comes down the hall toward them at a fast walk.

Cordelia: Hi.

Buffy: Hey!

Cordelia: Look, um, I didn't get a chance to say anything yesterday with the coronation and everything... but, um, I guess I just wanted to say thank you, all of you.

Xander: That's funny, 'cause she *looks* like Cordelia.

Buffy elbows him in the chest.

Cordelia: You really helped me out yesterday, and you didn't have to. So, thank you.

Buffy: It's okay.

Willow: Listen, we were gonna grab lunch in a minute if you wanted to...

Mitch: (comes up behind Cordelia) Whoa, whoa. You're not hangin' with these losers, are you?

Cordelia: Uhhh! Are you kidding? Heh! (takes his arm and leaves) I was just being charitable. Helping them with their fashion problems. Heh. You think I really felt like joining *that* social leper colony? Puh-leeease!

Xander: Boy, where's an invisible girl when you really need one?

They head into the library.

Cut to an FBI building. Doyle and Manetti escort Marcie to a classroom.

Doyle: I think you'll be happy here.

Manetti: You should fit right in.

Marcie doesn't answer, but just goes into the classroom. The only person visible in it is the teacher.

Teacher: Welcome, Marcie.

Marcie: Hey.

Teacher: Class, this is Marcie.

Class: Hi, Marcie.

Teacher: Sit down.

Marcie takes the chair on the end of the second row.

Teacher: Okay, class, let's get started. Everybody turn to page fifty-four of your texts.

Marcie opens her book and flips through to page fifty-four. The title of chapter eleven reads 'Assassination and Infiltration'.

Marcie: Cool!

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