Sunnydale After Dark
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Written by: Marti Noxon
Directed by: David Solomon
Airdate: Nov 27, 2001



Buffy punching Spike.

Spike punching Buffy.

SPIKE: Looks like I'm not as toothless as you thought, sweetheart.


SPIKE: You came back wrong.

Tara and Willow 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 doing the forget spell.

WILLOW: Forget.

Tara and Willow arguing.

TARA: I know you used that spell on me. What is wrong with you?

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

Willow crying. Tara packing her stuff.

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

Willow turning the rat back into Amy.

BUFFY: Amy? How've you been?

AMY: Rat. You?

BUFFY: Dead.

AMY: Oh.

WILLOW: It's nice, having another magically-inclined friend around.

Willow and Amy causing havoc at the Bronze.

WILLOW: There's gotta be someplace, like, bigger than this.

AMY: It's way too early to go home yet.

Willow smiling.

Warren stealing the diamond from the museum.

JONATHAN: It's beautiful.

WARREN: Boys, congratulations, Phase One of the plan is now complete.

Spike and Buffy in the abandoned house.

SPIKE: I'm in love with you.

BUFFY: You're in love with pain.

Buffy throwing Spike against the wall.

SPIKE: Afraid I'm gonna-

Buffy kissing Spike.

The building falling apart while Spike and Buffy do their thing up against the wall.

Spike and Buffy falling through the floor.

Episode opens on a television, with cartoons playing. Pan across to reveal Dawn and Tara asleep on the sofa in the Summers living room. Tara is sitting up while Dawn is lying with her head in Tara's lap. It's daylight.

A loud noise from the TV wakes Tara up. She looks around in surprise. Dawn wakes as well.

DAWN: (yawning) What time is it?

TARA: (looks at her watch) Almost seven. God, I just closed my eyes for a minute.

DAWN: (squinting at the TV) Hm. And now there's cartoons. (frowns sleepily) Plus, a mother of all night-wedgies.

TARA: (looks around) Uh-oh.

DAWN: It's not tragic. I'm sure as soon as I stand up-

TARA: No, Dawn ... why didn't anybody wake us up? Where is everyone?

Cut to upstairs. Dawn opens the door to Buffy's room, revealing the neatly made bed that has clearly not been slept in. Dawn and Tara look in, look confused. Dawn walks down the hall with Tara following.

Dawn opens the door to Willow's bedroom. The bed is also neatly made and not slept in.

DAWN: Willow didn't come home either. They were out all night.

Dawn fidgets nervously, turns to Tara.

DAWN: Where are they?

TARA: (walks closer) I'm sure they're fine, Dawnie. I'm sure they just ... lost track of time.

Dawn looks uncertain.

Cut to the abandoned house. Rubble, bits of broken wood and plaster and cardboard everywhere. Pan across to reveal a bare foot.

Suddenly Buffy sits up with a gasp, naked and holding her black leather skirt over her chest. She looks around fearfully, panting, frowning.

Behind her Spike begins to stir. Buffy senses he's awake and jumps to her feet, wrapping the skirt around her body. She stands a few feet away while Spike continues to lie there naked looking up at her. We see that they both have bruises and hickeys on their faces. Spike has fingernail marks on his chest, as well as another hickey.

BUFFY: (frowning) When ... (looks down at Spike) When did the building fall down?

SPIKE: (looks around, frowns) I don't know. (Buffy looking alarmed) Must have been sometime between the first time and the, uh...

He smirks. Buffy looks disgusted.

BUFFY: Oh. (wincing, whining) Oh my god.

Wolf howl, opening credits.

Guest starring Elizabeth Anne Allen, Jeff Kober, and Amber Benson as Tara. Written by Marti Noxon, directed by David Solomon.


Act I


Open on the abandoned building. Buffy is now wearing her white blouse and black leather skirt, and is putting on a shoe.

BUFFY: Shoe, need my shoe. (looking around)

SPIKE: What's the hurry, luv?

We see Spike still lying there naked with one hand behind his head looking very pleased with himself.

BUFFY: The hurry is I left Dawn all night. And don't call me love. (continues looking for shoe)

SPIKE: You didn't seem to take issue with that last night. (smirking) Or with any of the other little nasties we whispered.

BUFFY: (stands up) Can we not? Talk? (putting on her second shoe)

SPIKE: (sighs) I just don't see why you have to run off so quick. Thought we could- (waggling eyebrows)

BUFFY: Not gonna happen. Last night was the end of this freak show.

Buffy goes to walk past Spike but he reaches up and grabs her arm. She gives a little yelp of surprise. Spike pulls her down onto his lap. She struggles a bit.

SPIKE: Don't say that.

BUFFY: What did you think was gonna happen? What, we're gonna read the newspaper together, play footsie under the rubble?

Spike shifts her so that he's holding her with one arm. He puts his other hand up under Buffy's skirt. She makes an expression of pleasure.

SPIKE: (softly) Not exactly what I had in mind.

Buffy pushes his hand away, struggles against him.

BUFFY: Stop!

SPIKE: (grinning) Make me.

BUFFY: No! No!

She continues struggling for about another half second and then grabs his face and kisses him. She puts her arms around his neck and moans. They kiss for a moment.

BUFFY: (pulling back) No, no, I-I have to-

SPIKE: Stay. I'm stuck here. (looks upward) Sun's up.

Buffy looks at Spike for a moment, resumes kissing him. More moaning. Spike turns her around and lays her down on a conveniently placed pillow, lies on top of her. He moves down to kiss her neck. Buffy moans again. Spike lifts himself up to look at her.

SPIKE: I knew. I knew the only thing better than killing a slayer would be f-

BUFFY: What?!

Buffy shoves him away and gets up angrily, moves a few feet away. Spike remains sprawled on the floor.

BUFFY: Is that what this is about? Doing a slayer?

SPIKE: (smirking) Well, I wouldn't throw stones, pet. You seem to be quite the groupie yourself.

BUFFY: Shut up. (wiping her mouth with the back of her hand)

SPIKE: I'm just sayin' ... vampires get you hot.

BUFFY: *A* vampire got me hot. One. But he's gone. You're just...

Beat. Spike waits to see what she'll say.

BUFFY: You're just convenient.

Spike looks hurt. He stares at her. Buffy's lip trembles like she might cry.

Spike stands and begins putting on his pants.

SPIKE: (angrily) So, what now? You go back to treating me like dirt till the next time you get an itch you can't scratch? (Buffy just looks at him) Well, forget it. (fastening his belt) Last night changed things. I'm done being your whipping boy.

BUFFY: Nothing's changed. It was a mistake.

SPIKE: Bollocks! It was a bloody revelation.

Buffy still looks like she might cry.

SPIKE: (walks closer to her) You can act as high and mighty as you like ... but I know where you live now, Slayer. (softly) I've tasted it.

He leans in as if to kiss her but she pulls back.

BUFFY: Get a grip. Like you're god's gift.

SPIKE: (chuckling) Hardly. (stops smiling) Wouldn't be nearly as interesting, would it?

He leans in to kiss her again. Buffy pushes him away and starts to walk off, but he moves to intercept her.

BUFFY: No! Let me go!

Spike stops her, puts his arms on her shoulders and holds her still. Buffy glares at him.

SPIKE: I may be dirt ... but you're the one who likes to roll in it, Slayer. You never had it so good as me. Never.

Buffy pushes his arms off.

BUFFY: Uhh, you're bent. (moves past him to put on her jacket)

SPIKE: Yeah, and it made you scream, didn't it?

BUFFY: (very angrily) I swear to god, if you tell *anyone* about last night, I will kill you.

SPIKE: (skeptically) Right.

Spike reaches into the back pocket of his jeans and pulls something out.

SPIKE: You're gonna want these, too.

He holds up a pair of lacy white panties. Buffy scowls and punches him in the face. He staggers backward and goes down out of shot.

Cut to the Summers kitchen. Tara is ladling pancake batter onto a pan on the stove.

TARA: Pancakes?

Dawn enters, walks toward the fridge.

DAWN: Uh, sure. (goes to the fridge, takes out a carton of orange juice) Um, should we call Xander? What if they're all in a ditch somewhere? (closes fridge) Ditches are bad. Mom always used to talk about the ditches.

Dawn takes a glass and pours orange juice. Tara takes the pancake batter bowl to the sink and adds some water.

TARA: Nobody's in a ditch. We'll call, but ... we'll give them some time before we wake them up.

Tara turns back to the stove.

TARA: Funny shapes, or...? (sighs)

Sound of the back door opening. Both Tara and Dawn turn.

Willow and Amy enter, chattering.

WILLOW: It'll wear off in a day or-

Willow stops as she spots Tara. They look at each other.

WILLOW: (nervous) Hey.

TARA: (nervous) Hey. I just ... B-Buffy didn't come home last night ... either, so...

WILLOW: Uh, hey, uh ... this is Amy. Amy, Tara, Tara, Amy.

AMY: (smiles) How you doin'?

TARA: Fine, I ... I'd b-better g-get going. (turns to go)

WILLOW: (to Tara) Amy! Amy the rat? (to Amy) Sorry.

AMY: No, that's fair. I was a rat.

TARA: (confused) When...

AMY: Last night. It's nuts, everything's different. I mean ... (grins at Willow) the Bronze, for one thing. (to Tara) And Willow! She's a freaking amazing witch now. (Tara looking upset) I couldn't even keep up with her last night.


AMY: No, it's true! (to Tara) I mean, I can do some transmography, but she is messing with dimensions and everything, it was awesome! This blowhard dude, first she made his mouth disappear? Thank god. And then-

Tara continues looking angrily at Willow.

AMY: I'm talking too much. Sorry. It's just been ... you know ... me and a bag of pellets for the last few years, so...

TARA: No, it's, it's fine. It's just, um, I, I re-really need to go. (turns to leave)

WILLOW: Tara, uh, you left some stuff upstairs, it's in-

TARA: (walking away) I'll get them later.


Tara walks down the hall toward the foyer. On the way, she passes Buffy who has just come in the front door. Buffy gives Tara a confused look and continues into the kitchen. Buffy walks with a slight limp. She still has visible bruises and/or hickeys on her face.

DAWN: Buffy! Uh, where were you, are you okay?

BUFFY: I'm fine.

DAWN: You're not, you're all sore and limpy.

BUFFY: I, I'm not ... sore, I just... (sits down with a grimace of pain) ... I had a fight, you know, the ... all-nighter kind.

DAWN: Figured. I knew that's why you didn't call. So, what's the big bad? Uh, should we be worried?

Buffy looks around at Amy sitting beside her and Willow standing by the fridge.

BUFFY: No. I mean, I, I think you guys are, are safe. (to Willow) Tara was here?

WILLOW: I guess she stayed over with Dawn.

BUFFY: You guess? Where were you?

WILLOW: (indicates Amy) We went out, kinda lost track of time.


Both Buffy and Willow look guilty.

WILLOW: I never would have if I knew you weren't coming home.

BUFFY: No, o-of course, I mean, you know, it wasn't ... intentional. (Dawn listening) And, you know, everyone's safe. (to Dawn) You are, right? You're okay?

DAWN: Oh, yeah. I mean, um, I think my pancakes are burning, but...

Willow looks over at the stove, walks slowly over and turns it off.

Shot of the pan with a very burnt pancake on it.

DAWN: (OS) Tara was making...

WILLOW: (staring at the pancake) I've, uh ... I've gotta get some sleep.

BUFFY: Me too. (gets up painfully)

AMY: Yeah. (gets up) I should go home. Dad's expecting me.

WILLOW: Okay. I'll call you later.

AMY: (going to the door) Yeah, good.

Amy leaves. Buffy looks at Dawn.

BUFFY: You sure you're all right? I'm sorry about everything.

DAWN: It's okay. You should rest. You're beat from monster-wrestling all night.

BUFFY: (quietly) Yeah. Right. (very quietly) Thanks.

Buffy goes toward the front.

WILLOW: Yeah, I'm gonna crash too. Night Dawnie.

Willow follows Buffy. Dawn remains standing in the kitchen.

DAWN: No problem. I'll just ... (to herself) go find some awake people.

Cut to upstairs. Willow walks into her room, closes the door, lies down on the bed fully dressed. She closes her eyes for a moment, opens them again.

Shot of the window with lots of light streaming in through the open curtains.

WILLOW: Claudete.

She gestures at the window. Nothing happens. She lifts her head and looks at the window.

WILLOW: (louder) Claudete! (gestures)

Still nothing.

Willow frowns, gets up tiredly, walks over and closes the curtains with her hands. Goes back to the bed still frowning, lies down and closes her eyes.

Cut to the magic shop. Anya and Xander sit at the round table looking at books.

XANDER: All these demons are starting to look alike. You got reptiles ... reptiles with horns ... reptiles with gills.

Shot of Buffy standing by the counter looking at books, glancing over at Xander.

XANDER: And I'm still finding nothing of the 'steal a diamond, freeze a guy' variety.

Shot of Anya looking very interested in her book.

XANDER: Ahn, would you hand me that one next to you?

Anya doesn't respond.

XANDER: Great, we're not even married yet and already you've stopped listening to me.

He reaches across her to get a book. As he picks it up, something falls out of it and onto the table.

Close shot of it. It's a magazine called "Bride & Joy."

Xander looks at it, puts his hand on the book Anya's reading and tips it down. Reveal that she's actually reading a bridal magazine hidden in the demon book.


ANYA: I'm sorry, but this is pointless! (Buffy coming over) We've been researching forever, and we're not even close to finding out who robbed that museum.

BUFFY: What's up?

XANDER: Anya has a theory. She thinks that Martha Stewart froze that guy.

ANYA: Don't be ridiculous. Martha Stewart isn't a demon. (to Buffy) She's a witch.

XANDER: Please, she- (pauses) Really?

ANYA: Of course. Nobody could do that much decoupage without calling on the powers of darkness.

BUFFY: Guys, while this is fascinating, we still have work to do.

ANYA: I know I do! (looking at bridal magazine) I can't decide whether to put my bridesmaids in cocktail dresses ... (Buffy and Xander rolling their eyes) ...or the traditional burlap with blood larva.

XANDER: The traditional what?

ANYA: Well, I was a demon for a thousand years, you don't expect me to turn my back on all the ways of my people.

BUFFY: Uh, can I weigh in on this whole me wearing larva-


Buffy sighs in irritation, sits.

ANYA: (to Xander) At least I'm not asking you to perform the groom's rite of self-flagellation.

Xander is about to reply but Buffy interrupts.

BUFFY: Uh, guys! There's something out there? (Anya and Xander looking embarrassed)

XANDER: There is. And as much as I hate to admit that my ... bizarre bride-to-be has a point ... we're gettin' nowhere here, Buff. Maybe it's time to try something new. You know? Hit the streets, get Spike on it.

BUFFY: No! No, no Spike. And no hit the streets, we, we, we stay put, you know? Away from distractions. We'll figure this out.

ANYA: What about Willow, can't she do something?

BUFFY: Maybe. But she's home sleeping.

XANDER: Sleeping? She sick?

BUFFY: No, she was out late. With Amy. (Xander looks annoyed)

ANYA: And I'm bizarre. At least I didn't dump you to hang out with an ex-rat.

BUFFY: No, it's not like that, you know, she's just ... helping Amy through a transition.

XANDER: And making herself a playmate to do magic with. Someone who won't monitor her like Tara.

BUFFY: No, Willow's a grownup. You know, maybe she doesn't need to be monitored.

Xander stares at her.

BUFFY: You know, she's going through something, but we're not her. I mean ... m-maybe she has reasons for acting this way. (Anya staring at her) And, so what if she crossed a line? You know, we all do stuff. Stupid stuff. But, then we learn. And, and we learn, and, and we don't do it again. Okay, so, you know, who are we to get all judgey?

XANDER: Not judgey, Buff. Just, observey.

ANYA: Yeah, all we're saying is, she's acting different. You know, she's not herself.

Anya and Xander return to looking at books. Buffy stares at them, looks contemplative.

Cut to the street. Amy and Willow walk along, past the coffee shop. It's night. Various people walking around, sitting and drinking coffee, etc.

AMY: So what do you wanna do? It's gonna be hard to top last night.

WILLOW: Yeah, I don't know if I can. I felt awful today, and I couldn't do magic. Took me all day to get my powers back. I think we should just take it easy.

AMY: (steps in front of her and stops) I have a better idea.


AMY: I know this guy ... and he knows spells that last for days. And the burnout factor is like, nothing.

WILLOW: Really? He's a warlock?

AMY: I guess. Look, I am not kidding you. This guy ... will blow your mind. He will take you to places that you can't even imagine.

Willow looks uncertain. She turns and resumes walking. Amy falls into step beside her.

WILLOW: Is it dangerous?

AMY: Would that stop you?

They walk on, out of shot.

Cut to an alley. Amy and Willow walk out from between two buildings and turn toward an open space. They walk forward slowly.

AMY: This is it.

WILLOW: Where? I thought you said the guy lived around here.

AMY: He does. (stops walking) You can't feel it?

We see a long stretch of alley in front of them, apparently empty.

WILLOW: What do you-

Amy takes Willow's hand and holds it up to the air, moves it horizontally.

AMY: Here.

WILLOW: It's hot.

Amy grins excitedly, turns toward Willow and walks backward into the open space.

AMY: Come on.

The air ripples around her as she walks backward, and then she disappears.

Willow stares, puts out her hand and walks forward.

Her hand and arm, and then her whole body, ripple and disappear.

Cut to inside a building. Amy stands there smiling. She turns to look at the closed door.

Willow appears, coming through the door (the still closed door) still with her hand in front of her. The door ripples as she walks through it. She looks around wide-eyed.

Pan across the room. It's fairly run-down with some old chairs and sofas, old lamps, etc. We see a bunch of young people sitting on the sofas looking strung out.

AMY: It's cool, isn't it? The place is cloaked.


AMY: Moves around a lot too. Keeps Rack out of trouble.

WILLOW: Rack, who's-

They both turn as another door opens and a man comes out. He gives them a look and walks forward.

GIRL: (anxious) Rack, Rack, it's my turn.

GUY: No, man, you said I was up.

GIRL: Bull, I've been here for hours!

Rack ignores them, walks toward Amy and Willow. He has long stringy hair, an amulet around his neck, a scar on his face, and his eyes point in different directions.

RACK: I believe these two are next.

Amy and Willow exchange a look. Amy looks pleased, Willow nervous.



Act II


Open on the inner room of Rack's place. Willow, Amy, and Rack enter. Willow still looks nervous. Amy is removing her jacket. She wears a sleeveless top.

AMY: Thanks, Rack, for taking us. (puts her jacket down) I know it's been a while. You'll never believe-

RACK: You were a rat.

AMY: How did you know?

RACK: (chuckling) I hope that taught you not to mess with spells you can't handle. You should leave that in the hands of a professional.

He rubs his hands together. Little sparks of magic fly off them. Willow watches with interest.

Rack continues to rub his hands together with magic effects. He stares at Willow.

RACK: Oh. This one's givin' off vibes. (walks closer)

WILLOW: (nervous) I don't mean to ... vibe at you, I, if it's in a negative way.

RACK: (walks around behind her) No, no, I-I mean you ... have power, girl, it's just (waving his hands around her body) coming off you in waves.

WILLOW: (embarrassed) Not so much.

Rack walks around in front of her, stares at her. It's creepy.

WILLOW: I mean, I-I can do stuff, but, I get tapped out quick, and I've used practically every spell I know.

RACK: And what do you want me to do about that?

WILLOW: (uncertain) I-I don't know, I, I thought- (looks back at Amy) Amy said-

RACK: Amy said. Amy said I could help you. But did Amy say how you could help me?

WILLOW: No, I-I have some money, a-a bit-

RACK: (shakes head) Not money.

WILLOW: (nervous) Well, I could help you with your computer, I'm really handy-

Rack walks forward, holding out his hand toward her chest.

RACK: Just relax, I'm not gonna hurt you. You gotta give a little to get a little, right?

Willow looks very nervous, looks at Amy.

AMY: (whispers) It's okay. It's over fast.

Willow nods hesitantly, turns back to Rack.

RACK: That's right. I'm just gonna take a little tour.

He puts his hand over Willow's chest, not actually touching her.

Suddenly a bolt of magic goes from his hand into her body. Willow gasps and closes her eyes. Rack closes his eyes too. Magic sparks and red light continue swirling around his hand and Willow's body. Both panting. Amy watches intently.

After a moment the magic breaks off and Rack takes his hand back, opens his eyes, looks at Willow, grins a little.

He leans forward, puts his fingers on Willow's chin and puts his face next to her, whispers in her ear.

RACK: You taste ... like strawberries.

He pulls back. Willow still has her eyes closed with an expression of ecstasy.

Cut to later. Amy stands in the middle of the room spinning around and around with her arms held out at her sides. Dreamy music.

Shot of Rack reclining on a sofa nearby, holding in his hands what looks like a glass ball with a reflection of Amy spinning around inside it.

Amy continues to spin faster and faster until she's a blur.

Rack looks upward. Pan slowly up to reveal Willow on the ceiling. She lies there with her shirt almost completely unbuttoned, her hair spread out across the ceiling. She writhes slowly, a small smile on her face.

Willow opens her eyes, looks down.

Shot of the room from her perspective with sofas around the perimeter and a round table in the middle of the room surrounded by cushions.

Bright green grass begins to sprout, covering the entire floor and all the furniture.

Willow closes her eyes again, rolls over onto her stomach on the ceiling. Blurry motion suggesting the passing of time. She rolls back over onto her back.

The grass and bright green trees and bushes continue to grow on the floor. Willow continues to writhe in ecstasy on the ceiling.

We see a figure of a person moving in the foliage but can't make it out.

Willow opens her eyes and looks.

We see what looks like the bare legs of a person being dragged under a bush.

Willow frowns a little.

Then a red-skinned demon comes out from under the bush and snarls up at Willow.

Willow gives a short scream and falls from the ceiling. She lands on her stomach on the floor. All the grass and greenery is gone -- it was a hallucination.

Willow just lies there on the floor. Zoom in on her face. Her eyes are closed.

Suddenly she blurs into motion. She's standing up, in a room full of people (the Bronze?). Her eyes are completely black.

Another blur of motion and suddenly she's standing on the street in front of the Magic Box, the store all lit up behind her. Zoom in on Willow. She pants and looks around, her eyes still black.

Another blur and she's back on the floor. She slowly opens her eyes, which are now normal. She frowns, gets up to a kneeling position. We see that she's in her bedroom. She kneels there panting and looking around with a frown.

Cut to the bathroom. The shower is running. A pair of hands press against the wall underneath the showerhead. Pan over to reveal Willow standing with her face under the water, crying.

Cut to the bedroom. Willow walks out of the bathroom, wearing a red robe. She walks slowly into the room.

We see a box of clothing with the word "TARA" on it. Willow slowly takes a sweater and skirt from the box, takes the clothing over to the bed and lays it out, sits on the bed beside it.

She waves her hand over the clothing. Slowly the fabric begins to billow up and fill out.

The clothing animates and sits up. There's no head or hands, just the clothing filled with air.

Willow leans over and lays her head against the sweater's chest. The sleeves wrap around her like arms hugging.

Cut to: overhead shot of Sunnydale. The sun is setting.

Cut to: external shot of the Summers house.

Cut to the kitchen. Dawn stands at the stove with a pan. She uses her fingers to flip over a flat piece of bread on the pan.


Willow walks in.

DAWN: Ow, ow! Ow. (sucks on her fingers)

WILLOW: Or you could do it the hard way.

DAWN: Spatulas are for wimps. I'm making peanut-butter-and-banana quesadillas. You want?

WILLOW: (opens fridge) No thanks. I'm, uh, more in water mode.

Willow takes out a bottle of water, walks over to the island and sits. Dawn removes her food from the pan and puts it on a plate.

DAWN: Ow. Ow. Ow. You sure? It's my own brand-new invention.

WILLOW: I'm sure. No, my ... tummy's feeling kinda rumbly.

Willow drinks water. Dawn takes a bite of her creation.

DAWN: (mouth full) Your loss. Very delicious.

Dawn takes her plate and goes to sit beside Willow.

DAWN: Buffy called. She said she was going straight from the Magic Box to do some patrolling.

WILLOW: Oh, did she need help?

DAWN: No, she was just calling to check in. For like the tenth time today. I think she's feeling all Joan Crawford 'cause of the other night.

WILLOW: Yeah, about that, I'm ... I'm really sorry. I shouldn't have assumed Buffy would be here.

DAWN: (smiling) Right. Assume would make you an ass out of me. Heh, um, or, uh, something. Anyway, please, it's cool. I mean, it's not like I even needed Tara to stay over. I'm so totally fine on my own.

Willow nods and smiles.

DAWN: (anxiously) But, you are gonna be around tonight, right? (eating)

WILLOW: (earnestly) Right, totally! Uh, we can do something if you want. A movie maybe?

DAWN: (smiling) Really? But I thought you weren't feeling so good.

WILLOW: Well ... nothing a little Dawnie time won't fix. (Dawn smiles) If you feel like baggin' the peanut butter, I'll even buy you dinner.

Dawn smiles with extreme relief.

DAWN: Thank god! (picks up her plate) Remind me never to invent that again. Yecch.

She takes her plate to the trash and throws away her creation. Willow drinks more water.

WILLOW: Great, this'll be great. I'll just grab the paper and see what's playing.

DAWN: I'll leave a note for Buffy on the refrigerator. That's the first place she goes after patrolling. She's such a pig after she kills things.

Willow goes off. Dawn turns to write on a pad of paper attached to the fridge with a magnet.

Cut to later. Buffy enters the house. It's dark and quiet. She starts toward the kitchen, hears a noise from upstairs, pauses and frowns, looking up.

BUFFY: (calls) Hello?

She starts up the stairs, her shoes making a lot of noise.

BUFFY: Willow?

She reaches the top, looks around the hall.

BUFFY: Dawn?

She starts into Dawn's room, pauses, looks toward Willow's room, moves in that direction.

Cut to Willow's room. The chest of magic supplies sits on the floor, its lid open, magic supplies strewn randomly around the floor. Buffy walks over to it, squats down to look at it.

We see a person sneaking out from behind the door.

Buffy whirls around, jumps up and grabs the person, pinning her against the wall. It's Amy. She gasps. She's holding something against her chest with both hands.

BUFFY: What's going on?

AMY: (nervous) Uh-oh. (nervous chuckle) Busted.

BUFFY: (shakes her) Where's Willow?

AMY: (talking too fast, twitchy) She said - she said I, I-I could- (Buffy grabbing the thing she's holding) -wait!

BUFFY: What is this?

It's a plastic baggie with some herbs in it. Buffy tries to wrestle it out of Amy's hand.

AMY: It's not what you think it is, it's sage!

Buffy finally gets it free, sniffs it.

BUFFY: That is what I think it is. (tosses it aside, grabs Amy again) What's going on? Where's Willow and Dawn?

Amy rubs her arm nervously.

AMY: I ... I saw - I saw her, but that was - I like your coat. When does the slayer find time to shop?

BUFFY: (shakes her again, slamming her against the wall) So they didn't let you in?

AMY: (smiles nervously) Not that they know of.

BUFFY: What else did you take?

AMY: (shakes her head quickly) Nothing. (Buffy slams her against the wall again) Ow!

BUFFY: What else?!

Buffy lets go Amy's arms and begins searching Amy's pockets.

AMY: Please! Please, I need this stuff. Willow wants me to have it, she understands.

Buffy removes several plastic bags and glass vials from Amy's pockets.

BUFFY: Understands what? Breaking into someone's house for kitchen spices? (tosses the stuff aside) No, I don't think so.

AMY: You should. She's as bad as I am, worse. (Buffy frowns) Bet she's at Rack's right now.

BUFFY: Rack's?

AMY: A place. He does spells, heavy stuff. (resentfully) Willow's his new favorite.

BUFFY: She's there? (slams Amy against the wall again) With Dawn? (shakes Amy)

AMY: (sickly) Ohh, don't shake me again, super strength. I think I'm gonna boot.

BUFFY: Then tell me where this place is, and I won't.

AMY: Well, it's downtown, but it moves.

BUFFY: What do you mean, it moves?

AMY: It's downtown, I'm, I'm not sure where it would be tonight exactly-

BUFFY: (shakes her) Tell me how to find it.

AMY: You just kinda have to feel it out ... oh god, I think I'm gonna-

Amy puts her hand over her mouth and rushes toward the bathroom. Buffy looks disgusted, turns to leave.

Cut to the street. Willow and Dawn walk along together.

WILLOW: So, uh, the burger was good? You liked it?

DAWN: (smiling) Are you kidding? It was like a meat party in my mouth. (pauses) Okay, now I'm just a kid, and even *I* know that came out wrong. (Willow gives a small smile) Uh, it was good. But you should have had something.

WILLOW: I will. I'll eat. I'm ... saving myself for popcorn. (pauses) The other day, you had fun?

DAWN: (frowns) Mm, what other day? Give me a Mon or a Fri here, something to work with.

WILLOW: The other day with Tara.

DAWN: Oh! Uh, yeah. I-I mean, it was, it was nice. Uh, but it wasn't a laugh riot. She's sad and everything.

WILLOW: Did she say something?

DAWN: Uh, not exactly. I can just tell, by the way she was acting.


Willow seems distracted. Dawn looks anxious.

DAWN: Uh, are you sure you're okay? You look a little-

WILLOW: No, I'm fine. And Tara's in her new place and everything, she's all settled in?

DAWN: Um ... we really didn't get into ... well... (looking around) Is this right? I-is this the way to the movies?

WILLOW: Oh yeah, I'm, uh, I just, uh, took you the long way around. But we're almost there. I, uh, just have to make one quick stop first.

Willow walks into an alley. Dawn frowns, follows.

Cut to Rack's place. Willow and Dawn come rippling through the wall and door. Dawn looks around nervously.

DAWN: What is this place? Why is it hidden?

WILLOW: I don't know, it's cool, isn't it? Okay, you just hang here for a minute ... and I'll, I'll be back. (starts to go, pauses) You want me to conjure you a magazine or something?

DAWN: Well, what about the movie? It starts at nine.

WILLOW: (nodding, twitchy) We'll make it. I, I'll just be a minute. And it doesn't matter if we miss the trailers.

Willow stumbles to the other door, opens it, goes in, closes it.

Dawn stares after her.

DAWN: (to herself) I like the trailers.




Open on Dawn sitting on one of the sofas in Rack's waiting room. She rubs her thighs nervously, looks up at the clock.

Close shot of the clock, which reads 10:05.

Dawn stares in front of her, fidgeting a little.

A sleazy-looking guy comes and sits down next to her, putting his pack of cigarettes on the coffee table and one lit cigarette in his mouth. Dawn looks disgusted, gets up and moves away. She walks over to a corner and stands there, hugging herself nervously.

Cut to Rack reclining on a sofa.

RACK: What do you think, strawberry? (magic sparkles on his hand) Can you handle some more?

He shoots a bolt of magic upward. Peppy rock music begins.

Pan along the stream of magic light to reveal Willow hovering in midair, surrounded by a bubble of magic. The stream coming from Rack's hand adds to the bubble.

Close shot of Willow's face with her eyes closed.

Cut to a view of outer space. Blackness and stars all around, stars moving past. The music changes to something dreamy and futuristic. Willow's erratic breathing is very loud.

Willow floats in the starscape, dreamily. She reaches out her hand to touch some of the stars.

Suddenly a bright red rift appears ahead of her. Willow frowns, her eyes still closed.

The same demon from her other hallucination walks through the rift, holding a woman in his arms. The woman dangles limply as if dead.

Willow screams.

Cut back to Rack lying there watching her. He smiles as Willow's scream continues.

Cut to Spike's crypt. Spike lies in bed sleeping. A large pillar candle suddenly flies over and hits him in the stomach. He sits up, startled.

Reveal Buffy standing at the foot of the bed holding another candle. There are a few more candles on the table by the bed.

BUFFY: God, do you sleep through anything? I was like yelling, and nothing. (puts candle down)

Spike sits up on the edge of the bed. He's completely naked.

SPIKE: I'm a bit knackered. Had a long night. (leers)

Buffy scowls, turns to grab something.

SPIKE: Someone should teach you how to use candles in foreplay, luv.

Buffy throws his pants at him.

BUFFY: Get dressed. Dawn's missing.

SPIKE: Again? Ever think about a Lojack for the girl? (Buffy just looks at him) What's the story?

BUFFY: She went out with Willow.

SPIKE: Willow? (grinning) That's kind of a sorry excuse to come by. If you want the touch all you need to do is-

BUFFY: Spike. Willow's into something. Okay, her and Dawn have been missing for hours. There, there's some guy named Rack.

SPIKE: (frowns) Rack?

BUFFY: Yeah, he's, uh, some sort of-

SPIKE: I know who he is, he deals in magic. Black stuff, dangerous.

BUFFY: I've been all over downtown and I can't find his place.

SPIKE: Because he cloaks it. You can't feel it unless you're into the big bad - a witch or a vampire or-

BUFFY: So let's go!

Spike stands up, still naked. Buffy quickly turns her back.

SPIKE: (scoffs) Oh, that's right. Hide your blushing eyes.

Cut to Rack's place. Dawn still stands there fidgeting. She looks up at the clock. It now shows almost 11:00.

Dawn sighs, fidgets, looks around. Starts walking toward the rear door.

SLEAZY CIGARETTE GUY: Hey, wait your turn.

As Dawn approaches the door, it suddenly opens and Willow comes out, smiling.

WILLOW: Hey Dawnie. It's movie time.

DAWN: (angrily) Do you know how long I've been out here? It's too late for the movie. And that guy smells like-

Dawn notices that Willow's eyes are completely black.

DAWN: (nervous) Are-are you, are you okay?

WILLOW: Fine. Let's get outta here.

Willow turns to leave. Dawn looks anxious, follows.

Cut to the two of them walking down the alley. Willow walks unsteadily, occasionally bumping into Dawn.

WILLOW: So, what do you wanna do, cutie? (smiling)

DAWN: (sullen) It's late. I just wanna go home.

WILLOW: Uch! No way! I said we were gonna have fun, and we're gonna have fun.

Shot of the two of them from the back, POV of someone watching and following them. Cut back to the front view.

DAWN: (nervous) I'm serious, I think we should just get out of here.

WILLOW: (mocking) ' I think we should just get out of here.' (another shot from behind) Come on, Dawnie, it's grownup time, do you wanna play with the grownups or not?

Dawn looks upset. Another shot from behind as whatever's following them gets closer.

DAWN: Why are you acting this way?

WILLOW: Oh, don't get all weird on me, we're fine. Everything's fine.

Another shot from behind. Now we see the thing following them, although it's hidden by shadows. It's definitely demon-shaped. It snarls and continues following.

Cut to a different street. Buffy and Spike walk along, peering into alleys.

BUFFY: Anything?

SPIKE: Not yet. I might pick up on it if you stop asking me about every two seconds.

BUFFY: Spike, if you're dragging this out...

Spike rolls his eyes and stops walking. Buffy walks around in front of him, turns to face him.

SPIKE: What, so I can linger near your precious self? Get a grip.

BUFFY: Like you've never drawn things out before.

SPIKE: Maybe, but we've been through this, haven't we? Things have changed.

BUFFY: Will you quit that? The only thing that's different is that I'm disgusted with myself. That's the power of your charms. Last night ... was the most perverse ... degrading experience of my life.

SPIKE: (smiles fondly) Yeah. Me too. (resumes walking)

BUFFY: (walks alongside him) That might be how you get off, but it's not my style.

SPIKE: (scoffs) No, it's your calling. Gave me a run for my money, Slayer.

They walk in silence for a moment.

SPIKE: Now, I admit it. You've had me by the short hairs. (softly) I love you. (glances at her) You know it. But I got my rocks back. You felt something last night.

BUFFY: Not love.

SPIKE: Not yet. But I'm in your system now. You're gonna crave me, like I crave blood. And the next time you come crawling, if you don't stop being such a bitch, maybe I will bite you.

BUFFY: (stares, stops walking) That, that's it! I want you out of my life! Out of my work, out of my home-

SPIKE: Too late for that. You invited me in already. (Buffy scowls) And as for your work, you need me. Like tonight.

BUFFY: I'll find Dawn myself.

SPIKE: (rolls eyes) You really gonna put your little sis in danger just to spite me?

Buffy glares.

Cut to Dawn and Willow still walking. Dawn looks extremely nervous.

DAWN: Willow. (shot of Willow staggering along) I'm serious. I'm going home.

WILLOW: Uch, then go! God, I thought we were gonna hang.

DAWN: (alarmed) Well, you're not coming with me?

WILLOW: Well, I don't know. (smiling) Maybe I could just, uh, pop you back!

DAWN: With magic? (shakes head in disgust)

Suddenly Dawn hears a noise. She stops, looking very fearful.

DAWN: What's that?

WILLOW: What? I didn't-

DAWN: Uh ... I'm getting out of here.

Dawn begins to walk, very fast.

WILLOW: Aw, Dawnie, don't. It was probably a cat or something like that.

Dawn turns to look back at Willow, turns back again and the demon steps out in front of her. It's the same demon from Willow's two hallucinations earlier. Dawn moves back, staring in horror. Willow looks alarmed, comes up to her.

WILLOW: Oh, it's okay, he's not real.

DAWN: (scared) Seems real! Very! Real!

DEMON: You summoned me, witch.

WILLOW: (nervous, moving back) I, I didn't-

DEMON: Did. You raised hell with your magicks.

The demon growls, reaches out with a clawed hand and slashes Dawn's cheek. She shrieks. Willow moves in front of her. The demon holds his bloody finger up to his face.

DEMON: Fresh.

WILLOW: Don't! She has nothing to do with it, it was me!

DEMON: Yessss.

Dawn cowers behind Willow as the demon approaches.

Suddenly Dawn kicks out her foot, catching the demon square in the middle. He flies back into a pile of garbage. Dawn and Willow run off.

The demon gets up and runs after them.

Cut to another street. Dawn and Willow come running around the corner.

DAWN: He's coming! He's too fast!


We see a parked car. The doors swing open.

WILLOW: Get in!

Willow and Dawn jump into the car, Willow in the driver's seat, Dawn in the passenger seat.

WILLOW: Close!

The doors close. The demon comes running around the corner.

WILLOW: Drive!

The car starts up and takes off with an extended screech of tires.

The demon continues running after the car.

Willow sits in the driver's seat laughing. Dawn stares at her in horror.

DAWN: What are you doing?!

We see Willow moving her hand in front of the steering wheel. The wheel turns in the direction she moves her hand, making the car veer crazily from side to side.

Dawn holds onto the sides of the car and screams. The demon continues pursuing.

WILLOW: Woo! (laughing)

Dawn stares at Willow, terrified. The car zooms down the street and into an alley. Dawn continues screaming.

WILLOW: (looking back over her shoulder) Take that, scuz-

The car goes into an alley, through an arched entrance, and slams into a concrete pillar.



Act IV


Open on the same scene. The car sits with its entire front end smashed in, smoke curling up from it.

Pan in closer and we can see Dawn still in her seat. No sign of Willow. Dawn lifts her head and groans.

DAWN: Oh god.

She gets her door open and climbs out, clutching her left arm with an expression of pain. There's blood on her face. She limps slowly around the front of the car, looks over at the car and rushes over to the driver's-side door. We get a quick glimpse of Willow slumped over the steering wheel.

The demon appears, leaping down right in front of Dawn. She screams and pushes him away. She drops to the ground and begins crawling underneath the car.

The demon crawls over and grabs Dawn's leg.

Cut to Buffy and Spike walking along. Sound of Dawn screaming. They both look to their right, exchange a quick look and rush off toward the sound.

Cut back to the alley. Dawn screams and kicks as the demon drags her out from under the car. Her fists clutch at the ground.

The demon pulls her all the way out and she throws a handful of dirt in his face. He lets her go and rubs at his eyes. Dawn gets up and tries to run away, but he grabs her. Dawn shrieks and hits at him with her fists.

The demon backhands her and she flies quite a way down the alley, lands on the ground. She gets up on all fours and tries to crawl toward the stone wall.

The demon comes over with one leap and snarls at her.

BUFFY: Dawn!

Buffy tackles the demon, carrying him away from Dawn. They both roll, get up. Buffy punches him and they both go down again. Lying on the ground, she tries to kick him but he grabs her leg and shoves it away, gets up. Buffy gets up too, kicks the demon.

Spike crouches next to Dawn to look at her injuries.

Buffy ducks a couple of swings and then punches the demon. He punches her, then she kicks him and uses her leg to sweep his feet out from under him. He goes down. Buffy tries to grab him but he flings her off. She flies a few feet backward, lands in a crouch. She gets up and does a flying kick, then the demon grabs her shoulders but she breaks free and punches him. He punches her in the face, picks her up and throws her at the stone ceiling. She hits the ceiling and falls to the ground, gets up and faces off with the demon again.

The demon growls and snarls, but as he advances, he begins to tremble all over.

BUFFY: (bemused) *Now* you're scared? (shrugs) Better late than never.

Buffy frowns as the demon begins to scream and steam comes off of him. He dissolves into a shower of sparks and smoke.

Reveal Willow standing behind where the demon was. Magic sparks still crackle around her fingers. She walks forward and leans heavily against the wall. Her eyes are completely black and there's blood on her face.

Buffy stares at her. Willow stands there panting.

DAWN: (OS) No, no!

BUFFY: Dawn.

Buffy rushes over. Dawn still sits on the ground cradling her arm against her stomach, crying, with Spike hovering beside her.

BUFFY: What happened? Are you okay?

DAWN: (crying) Uh ... He was after Willow, she made the car drive, don't! (Buffy tries to look at her injured arm) No, don't!

BUFFY: I need to see, okay, let me see your arm.

Buffy murmurs reassuringly and tries to pull Dawn's arm gently away from her body. Willow rushes up.

WILLOW: Dawn? Oh god, there's blood. (Dawn crying)

BUFFY: (to Spike) Okay, we need to get her to a doctor.

WILLOW: Is she okay? Is she okay?

Buffy and Spike help Dawn stand up.

BUFFY: Back off, Will, I got her.

Buffy, Dawn, and Spike begin walking. Willow watches anxiously.

WILLOW: No, Dawnie!

BUFFY: I mean it, stay away from her!

Willow runs around in front of them.

WILLOW: (crying) Dawnie! Dawnie, I'm so sorry! (Dawn glaring at her) I'm so sorry, it was an accident! I didn't see, I'm so, so sorry.

Beat. Dawn glares angrily at Willow. Then Dawn slaps her across the face.

WILLOW: (shocked) Dawnie! Dawnie, don't!

The others resume walking as Willow continues to cry and beg.

WILLOW: Dawnie, I'm sorry, I'm sorry, I'm sorry...

Willow falls to the ground crying hysterically.

WILLOW: I'm sorry! I'm sorry... (crying)

The others pause. Spike looks at Buffy, gives a slight nod, leads Dawn away.

Buffy turns to look at Willow, walks slowly over to her with a stern expression.

BUFFY: (harshly) Get up.

WILLOW: (crying) I screwed it up, everything, Tara...

BUFFY: (grabs Willow's arm, pulls her to her feet) Yeah, you know what, you did screw up, okay? You could have killed her! You almost did!

WILLOW: (crying) I know! I know! I can't stop, Buffy! I tried and I can't.

BUFFY: You can.

WILLOW: (shakes head) I can't! I can't, I ju ... god, I need help. Please! (sobbing) Please help me, please.

Willow puts her arms around Buffy and continues crying.

WILLOW: Please.

Buffy slowly lifts her arms and hugs Willow back. Willow continues crying.

Cut to the Summers house. Willow sits on her bed, a blanket wrapped around her, her eyes closed. Zoom in slowly on her.

Buffy appears in background, in the doorway, leans against the wall with her arms crossed. Willow opens her eyes, looks over.

WILLOW: Is she okay?

BUFFY: She's sleeping. The E.R. doc gave her something for the pain, it knocked her out.

WILLOW: (anxious) But she's gonna be all right?

BUFFY: It's a fracture. You know, it's gonna take some time.

WILLOW: (looks away, whispers) God, I'm ... sorry. I'm so...

BUFFY: I just don't understand. I don't understand why you'd go to see somebody like Rack, and I certainly don't understand why you'd drag Dawn into it.

WILLOW: I don't know. The magic, I ... I thought I had it under control, and then ... I didn't.

BUFFY: Because of Tara?

WILLOW: No. It started before she left. (pauses) It's why she left.

BUFFY: (pauses) Seemed like things were going so well.

WILLOW: It was. But I mean ... if you could be ... you know, plain old Willow or super Willow, who would you be? (looks at Buffy) I guess you don't actually have an option on the whole super thing.

BUFFY: Will, there's nothing wrong with you. You don't need magic to be special.

WILLOW: Don't I? I mean, Buffy, who was I? Just ... some girl. Tara didn't even know that girl.

BUFFY: You are more than some girl. (walks into the room) And Tara wants you to stop. She loves you.

WILLOW: We don't know that.

BUFFY: I know that. I promise you.

WILLOW: I just ... it took me away from myself, I was ... free.

BUFFY: (looks down, pensive) I get that. More than you- (breaks off) But it's wrong. People get hurt.

Buffy goes to sit beside Willow on the bed.

WILLOW: If something had happened to Dawn tonight ... something worse...

BUFFY: I know.

WILLOW: No, I don't think you do. I-I ... I was out of my mind, I ... I did things I can't even...

Buffy continues looking pensive.

WILLOW: It won't happen again, I promise. No more spells. I'm finished.

BUFFY: (frowns) Good. I think it's right. To give it up. (pensive) No matter how good it feels.

WILLOW: It's not worth it. Not if it messes with the people I love.

Buffy still has her pensive expression, not exactly thinking about Willow's issues.

WILLOW: The magic wasn't all great. I won't miss the nosebleeds and the headaches and stuff.

BUFFY: There you go.

WILLOW: Or ... keeping stinky yak cheese in my bra. (Buffy frowns) Don't ask.

BUFFY: Now I don't have to.

WILLOW: 'Cause it's over.

BUFFY: Exactly. It's over.

They both nod and give each other nervous looks, tentative smiles. Then both look away and stop smiling.

Cut to later. Willow lies in bed panting and sweaty, staring at the ceiling, one hand clutching her stomach, the other clenched into a fist on the pillow.

Cut to Buffy's room. Pan across the windows. On each window several strings of garlic cloves are hanging.

Pan down to reveal Buffy sitting on her bed, knees drawn up to her chest, twirling a cross in her hands. There's garlic festooning the bedframe as well. Buffy hugs her knees, looks around nervously.


In Loving Memory Of J.D. Peralta.

Executive Producers: Joss Whedon and Marti Noxon.


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