Sunnydale After Dark
Villains Transcript
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Written by: Marti Noxon
Directed by: David Solomon
Airdate: May 14, 2002

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

Spike and Buffy in the graveyard.

SPIKE: Why won't you sleep with me again?

BUFFY: Because I don't love you.

Willow and Tara in the bedroom.

WILLOW: See? Clothes.

TARA: Better not get used to 'em.

WILLOW: Yes ma'am.

Willow and Tara kissing.

Warren and Buffy fighting.

WARREN: Say goodnight, bitch.

Buffy smashing the orbs. Warren losing his powers.

BUFFY: Goodnight, bitch.

Buffy kicking Warren.

Buffy and Spike struggling in the bathroom.

SPIKE: I'm gonna make you feel it!

BUFFY: Stop!

Buffy kicking Spike across the room.

BUFFY: Ask me again why I could never love you.

Spike on his motorcycle.

SPIKE: Get nice and comfy, Slayer. I'll be back. And when I do ... things are gonna change.

Spike riding off into the night.

Warren storming into Buffy's backyard. Buffy and Xander reacting.

WARREN: You think you can just do that to me? You think I'd let you get away with that? Think again.

Warren shooting at them. Xander falling to the ground.

The window shattering. Willow with blood on her shirt.

Tara falling down.

WILLOW: Tara?!

Xander looking at the injured Buffy.

WILLOW: Tara! Baby!

XANDER: Buffy!

Willow crying over Tara's body.

Willow with her eyes going black and then red.




Open on a close shot of the flashing lights on top of an ambulance. Sound of the ambulance siren.

Pan down to reveal the two male paramedics in the ambulance as it drives down the street. It slows and stops. The horn honks. The paramedics get out, run to the back of the ambulance and begin taking out equipment.

XANDER: (OS) She's in the back.

Xander comes running around from behind the house. He has the cordless phone in his hand and blood all over his shirt.

XANDER: This way!

He runs back toward the rear again, with the paramedics following.

PARAMEDIC 1: She was shot?

XANDER: Yeah, in the chest.

PARAMEDIC #2: Accidental?

XANDER: No no, it was a ... He was trying to kill her.

They reach Buffy who still lies on the grass unmoving, her eyes open. The paramedics kneel on either side of her and go to work.

Xander watches helplessly.

Cut to: close shot on Tara still lying in Willow's lap. Sound of Willow crying and breathing heavily. Willow's arms have blood on them, as does her shirt. She gently shakes Tara.

WILLOW: (crying) Oh god, oh no. Please, please, come on... (crying)

She puts her hands on Tara's face.

WILLOW: Come on, Tara! Please, come on, baby...

Suddenly the lighting in the room goes dark and blue. Willow looks up, her eyes totally black. Dark blue clouds swirl around the ceiling. Lightning flashes (but only inside the room).

WILLOW: By Osiris, I command you, bring her back!

More lightning.

Cut to close shot on Buffy's face, in profile. She closes her eyes and then slowly opens them again.

PARAMEDIC #2: Pulse is 100 and weak. Lung sounds are wet.

XANDER: What does that mean? Is she going to...

PARAMEDIC #1: You need to stand back, okay? If you want us to help her out, we need some space.

The paramedics continue working. There's a bandage over Buffy's wound now, soaked with blood. Xander continues watching, putting his bloody hand up to his face.

Close on Buffy staring upward with the bloody bandage over her heart. She looks conscious, but just barely.

Cut back to Willow's room. The blue clouds continue to swirl.

WILLOW: Hear me! Keeper of darkness!

Suddenly some of the clouds form into a huge face. It speaks in a deep raspy voice. Lightning flashes around it.

DEMON: Witch! How dare you invoke Osiris in this task!

WILLOW: (crying) Please. Please, bring her back.

DEMON: You may not violate the laws of natural passing.

WILLOW: How? How is this natural?

DEMON: It is a human death, by human means.


DEMON: You raised one killed by mystical forces. This is not the same. She is taken by natural order. It is done.

WILLOW: (crying) No. There has to be a way.

DEMON: It is done.

WILLOW: (screams) NOOOO!

As she screams, a shimmery column of energy shoots out of her mouth and at the demon. The demon screams and disappears in a final flash of lightning.

Wolf howl, opening credits.

Amber Benson (Tara) does not appear in the opening credits; she was there for just one episode ("Seeing Red").

Guest Starring Danny Strong, Adam Busch, Tom Lenk, Jeff Kober, and Amelinda Embry. Written by Marti Noxon, directed by David Solomon.


Act I


Open on the front yard of the house. Buffy is on a gurney being wheeled toward the ambulance.

PARAMEDIC #2: (into walkie-talkie) Sunnydale Memorial, do you copy? We have a caucasian female, 21, GSW to the chest.

XANDER: Come on, Buff, hang on. We're going to get you to the hospital.

Xander spots Willow coming out the front door, looking blankly at Buffy. Willow and Xander both still have blood all over their shirts.

XANDER: Willow, god, are you okay?

WILLOW: (quietly) How did this happen?

XANDER: Warren. He had a gun.

WILLOW: (with a brief flash of anger, then blank again) Warren.

XANDER: It went down too fast, I couldn't stop him.

Willow isn't listening any more. She's walking away, fast. Xander stops at the edge of the walk.


She just keeps walking down the sidewalk. Xander stares after her, confused and shaken.


PARAMEDIC #1: Sir, we have to go, are you coming with us or not?

Xander dithers for a moment, then runs over to the ambulance and climbs in the back. The paramedic closes the doors and heads toward the driver's seat.

Cut to: exterior shot of the Sunnydale police station.

Cut to: a holding cell. It's dark despite being daylight outside. Andrew lies on his back on the top bunk.

ANDREW: Think they'll let my aunt bring me my Discman?

Pan over to Jonathan, hanging his hands through the bars of the cell.

JONATHAN: That's what you're worried about? In-flight entertainment? We're in jail!

ANDREW: We're in custody. We haven't been charged yet. (rolling over onto his stomach)

JONATHAN: Thank you, Dragnet. (walks toward Andrew, angry) It doesn't matter what they call it, they got us, okay? We're going down.

Jonathan lowers his voice, nods toward the next cell.

JONATHAN: (quietly) That guy's been looking at me. I think he wants to make me his butt monkey.

Shot of the guy in the next cell, sitting on his bunk. He glances over.

ANDREW: (rolling his eyes) Don't flatter yourself. I heard him talking to the guard. He's in here for parking tickets.

JONATHAN: That doesn't mean anything! The joint changes you. (whispers) I hear they like the small ones, with little hands like their girlfriends.

ANDREW: You have got to chill out. This isn't Oz, it's like, Mayberry. Besides, Warren is going to find a way to get us out of here.

JONATHAN: (sarcastic) Yeah. I'm sure he'll be busting us out any minute.

ANDREW: He will. He's coming up with a plan. Like, "War Games." Remember that decoder that Matthew Broderick used?

JONATHAN: (smiling) Oh, yeah. That was rad. The one he made from the scissors and the tape recorder?

ANDREW: I miss "Ferris" Matthew. Broadway Matthew? I find him cold.

JONATHAN: Really? No, I- (catches himself, exasperated) Shut up!

Jonathan goes back to the bars and hangs his arms through them again.

JONATHAN: (grimly) This is real life. And nobody's coming to get us. Not even your aunt who won't return your one phone call.

ANDREW: (defensively) She must be out of town.

JONATHAN: She. Doesn't. Care. And neither does your partner in crime, Warren.

ANDREW: Don't say that. And what do you mean, my partner in crime? We're in this together.

JONATHAN: (turns back toward Andrew, angry) What do you mean, what do I mean? You two were totally going to fly off and leave me holding the bag.

ANDREW: No we weren't! I was going to - (lamely) carry you. (rolls over onto his back and stares at the ceiling)

JONATHAN: No, you two were setting me up, and then Warren was going to screw you over too.

ANDREW: (rolls over again to face Jonathan, tearful) That is so not true!

JONATHAN: Sure. (sits on the bottom bunk) He's a nice murderer who keeps his word.

ANDREW: (softly) You're wrong. He's coming for us. He's out there right now, devising a brilliant way to get us out of here.

Cut to: interior of an underground bar. Warren comes down the stairs outside and enters, wearing a slick suit and dark sunglasses. He strides toward the bar.

WARREN: Whiskey, straight up. And get a round for the house. I'm feeling expansive.

We see that the bartender is a demon. He looks unimpressed by Warren. Warren sits down, removes his shades. A vampire is on the stool next to him, staring at the TV behind the bar.

WARREN: (friendly greeting) Hey.

Close on the TV, showing a crocodile in water.

WARREN: (leaning toward the vamp) Bet you don't get a lot of humans in-

The vamp, still glued to the TV, grabs Warren's shoulder and holds him off.

VAMPIRE: I'm watching my program.

Warren shrugs and straightens up as the vamp lets him go.

WARREN: Wouldn't want to interrupt your 'me' time. (loudly) Not even to buy the guy who killed the Slayer a drink.

Shot of the other vamps and demons in the bar, all looking over. The one next to Warren is also interested.

VAMPIRE: What's that?

WARREN: Took her out myself. I've been heading an organization. The Trio? You've heard of us.

VAMPIRE: Uh - (exchanging a look with the demon bartender)

Warren pauses briefly, surprised, but then recovers.

WARREN: Not important. I cut them loose. I figure, now that Buffy's out of the picture, some things have got to change around here. (to bartender) I need a real gang, you know, not a, not a couple of wannabes.

BARTENDER: And you killed the Slayer?

WARREN: With these hands.

BARTENDER: What are you, a warlock?

WARREN: It's funny you mention that. You know, I've explored all the dark arts ... witchcraft, demonology. You name it, I tried it against the Slayer. But you know what I found *really* works?

The vampire and bartender lean in close to hear.


VAMPIRE: (small grin) You killed the Slayer with a gun.

WARREN: In her own backyard. Don't underestimate science, my friend. Good old-fashioned metal meets propulsion.

The demon and vampire start to laugh. Warren laughs along with them.

BARTENDER: (to vampire) Man, this is gonna be good.

WARREN: (not getting it) Oh, the best. This town is ours.

VAMPIRE: Ours, maybe. (everyone stops laughing) You are screwed.

They laugh again, but Warren doesn't realize that the others are laughing at him, not with him. Shot of the other demons and vamps at other tables, also laughing menacingly.

BARTENDER: Metal meets propulsion, yeah. But you still better be a good shot!

More laughter. But Warren is finally cluing in.

WARREN: This isn't the evil laugh of victory, is it.

VAMPIRE: More like the evil laugh of "you're a dead man." (more laughter)

WARREN: (totally rattled) Okay, uh ... what, what's the joke?

BARTENDER: (laughing) It was just on the news. Girl was shot.

VAMPIRE: (grinning) In her back yard.

BARTENDER: She survived. She's in the hospital

Warren looks surprised and a little alarmed. The others continue laughing.

BARTENDER: Slayers heal fast. Real fast.

VAMPIRE: Yeah. I was gonna eat you myself during the commercial, but now I think it'll be more fun to let the Slayer de-gut you.

Warren now looks pretty scared.

VAMPIRE: Might want to get a head start, my friend. 'Cause this girl is gonna be coming for you, big time. (chuckling)

Cut to: interior magic shop, day. The door suddenly slams open and Willow appears in the doorway. She marches inside. Lamps and light fixtures explode as she walks past them.

Reveal Anya behind the counter, staring.

ANYA: Willow.

WILLOW: Where do you keep the black arts books?

ANYA: Something terrible has happened, I know. But you don't have to do-

WILLOW: (staring up at the loft bookshelves) I need power.

ANYA: (coming out from behind the counter) Not with those books. I can't let you. Willow!

Willow puts up a hand. Magic purple bolts of light shoot over to Anya and suddenly she can't move.

Willow gestures with her head. All the books on the loft shelves begin to fly off the shelves and onto the table, landing heaped all over the table. The last book lands opened to a middle page.

Anya stares in alarm.

Willow walks over to the table and looks down. Shot of the open book with the pages covered in tiny writing.

Willow lifts her hands and puts them on the open pages. Her hands sink into the book as if melding with it.

The words of the book start to move off the pages and up her arms, curling and scrolling up under her sleeves. We see the words also coming up her chest, and moving up her shoulders to her face. She lifts her head and her eyes are black again. The words move to the top of her head and into her hair, turning her hair black.

Willow lifts her hands off the book. We see that the pages are now blank.

Anya stares.

Close on Willow's face with eyes completely magic-black and her hair also dark black and moving in a nonexistent wind.

WILLOW: That's better.



Act II


The Summers house, foyer, day. The door is still standing open. Dawn walks up to it and goes inside, looking around a little nervously.

DAWN: (calls) Buffy?

Silence. She puts down her schoolbag and jacket, starts up the stairs.

Cut to upstairs hallway. Dawn finishes climbing the stairs.

DAWN: Buffy?

She turns toward Willow's bedroom.

DAWN: Hey. Hello? Uh, (pointing toward downstairs) the door was...

She pauses. Shot of the bedroom from Dawn's POV. On the other side of the bed we can just barely see something (Tara's foot).

DAWN: Tara?

Pan in closer to reveal Tara's lifeless body lying there with the bullet wound in her chest. Dawn stares in complete horror.

Fade to white.

Fade to a door. It opens, revealing Rack (see episode "Wrecked").

RACK: All right, who's next?

Reveal a couple of magic "junkies" sitting in the waiting room. Also Warren. He leaps up out of his chair.


One of the other junkies looks upset, like Warren is cutting in line. Warren walks quickly over to Rack, who looks him up and down.


RACK: You're new.

WARREN: Yeah. (holds up a large wad of cash) And I come bearing dead presidents, so you think we can just skip the small talk?

Rack smiles a little, gestures toward the room behind him. Warren walks in. Rack closes the door behind them with a loud noise that makes Warren jump.

RACK: How'd you find me?

WARREN: I talked to a guy. He's one of your regulars. Offered to show me the way for twenty bucks.

RACK: Should have haggled. Most of my customers'll bring you here for five.

WARREN: (impatiently) Great, great I'll file that away. Look, I'm in a bit of a situation here. I tried to do us all a favor, and eliminate the Slayer, but it ... I...

Warren seems a little unnerved by the way Rack is just staring at him.

WARREN: I guess it didn't take.

RACK: (walking closer) Kill a Slayer, that's big business for a kid.

WARREN: I'm not a kid.

RACK: (now in Warren's personal space) Okay.

WARREN: I had my own guys. The Trio, yeah, you've heard of us.

RACK: Right. What were you, a band or something?

WARREN: I thought word traveled in the underworld. You know, we were evil. Robots were my thing. (Rack looking blank) You didn't hear about the freeze ray?

RACK: (shakes his head) Sorry. So why aren't your guys helping you?

WARREN: Look, I thought this was a cash for service gig, not an interview process, all right? I need protection. I've got the Slayer after me.

RACK: (moving away) Slayer is the least of your problems.

WARREN: You're right. Let's talk about my skin troubles. You know, I'd say on the scale of problems, that she ranks!

RACK: If I were you, I'd be worried about the witch.

WARREN: (surprised) Witch? W-which witch?

RACK: Willow. Slayer's pal? (walking closer again) She's the new power, man, anybody with intuition can feel it. She's going to blow this town apart . (now right in Warren's face) Starting ... with you.

WARREN: Me? What did I, what did I do to her? O-okay, okay, I, I shot her friend...

Rack isn't totally listening any more, looks like he's in pain, turns away.

RACK: (painfully) I feel death.

WARREN: But the Slayer's alive. And - and she heals.

RACK: She might, but somebody's stone cold, and that ... is why the witch wants your head. She can sense your essence right now, man. It's just a matter of time before she finds you.

Warren panicks, lunges forward and pushes the whole wad of money into Rack's hand.

WARREN: All right. Take it. All right, there's that, and I can get more. Just give me something.

Rack looks at the money casually.

RACK: Hide or fight?

WARREN: Both. All of it. I, I still have a few tricks up my sleeve, but it's not enough. I need, I need a cover, and I need lots of fire power.

RACK: I can't guarantee anything. Not this time. (softly) The girl is running on pure fury. I've never felt anything like it. (small grin)

WARREN: Thank you for the tip, Nostradamus. Just load me up, okay?

Cut to: Sunnydale hospital. Xander stands in the hallway looking through a window into another room, anxious. A nurse in full scrubs goes past him, holding a small tray. The camera follows her as she goes around a corner and through a door into the room Xander is watching. We see various medical personnel working on Buffy, talking indistinctly. A machine beeps steadily.

NURSE: ...standing by.

A doctor is working on the wound in Buffy's chest.

DOCTOR: We've got to stop that bleeding.

NURSE #1: Where?

DOCTOR: Over by the left ventricle.

NURSE #2: (looking at monitors) BP is down to 80/palp.

Close on Buffy as the doctor and Nurse #1 work on her.

DOCTOR: We got more bleeding.

NURSE #2: BP is...

Suddenly all the lights flicker and the machines blink off and on again. The steady beeping begins to speed up. The doctor and nurses look up in confusion.

NURSE #1: What's happening?

Angle on the other side of the room as Willow comes into view. We see Xander through the window in background.

WILLOW: Leave.

Xander sees her, hurries toward the side and out of view.

The doctor and nurses turn to look at Willow. She is now wearing all black, her hair and eyes still black too.

The lights in the room continue flashing erratically and the beeping continues to speed up.

Xander rushes in, looks with surprise at Willow with her newly black hair and eyes.

XANDER: Willow.

WILLOW: (ignoring him, speaking to the medical staff) Now.

The doctor and three nurses move toward the door. The beeping gets even faster and becomes a steady whine.

XANDER: Will, what are you doing?! She's going to die.

WILLOW: No she isn't.

Willow moves over to Buffy, stands beside her and stares down at her. The beep/whine continues. Xander stares.

Close on Buffy. Suddenly the bullet lifts up out of her chest and floats up into the air, hovering at Willow's eye-level. Willow looks at it. The beeping stops.

WILLOW: It's so small.

She puts out her hand and plucks the bullet out of the air, brings her hand back toward her. When she opens her hand, the bullet is gone.

Xander takes a few steps closer, staring in awe.

Buffy slowly comes to, opens her eyes and lifts her head. The lights come back on.

BUFFY: What happened?

XANDER: Buffy!

Xander rushes over to her as she sits up.

XANDER: Oh my god, are you okay?

BUFFY: (confused) Sure. How'd I get here?

Xander hugs her in relief. Willow just watches.

XANDER: You've got to stop doing this. This dying thing's funny once, maybe twice.

Buffy looks over at Willow.

BUFFY: Willow?

WILLOW: (very small smile) Buffy. Hey.

BUFFY: What's wrong?

WILLOW: I'll explain. But we've gotta go.

She starts to move toward the door. Xander and Buffy watch her, confused.


WILLOW: (not turning back) It's time to find Warren.

Willow walks to the door and exits the room. Buffy and Xander exchange a look.

Cut to: a ticket counter somewhere. Indistinct announcements over a loudspeaker. A woman in a uniform hands Warren a ticket folder.

WARREN: This'll get me all the way to the border?

CLERK: You'll have to change to the city bus. It's all in the folder.

She turns back to her work, then gives Warren a look as if wondering why he's still there. Warren suddenly turns quickly away, walks outside.

Cut to the street as Warren exits. A bunch of buses are lined up along the curb. Warren looks around, sees his bus, climbs on.

Cut to: a highway, daylight. It's fairly deserted with mostly desert on each side. A single car speeds along.

Cut to the interior of the car. Xander is driving, Buffy in the passenger seat and Willow in back. Willow's eyes are back to normal but her hair is still black.

WILLOW: Faster.

XANDER: I'm going as fast as I-

WILLOW: Faster!

Close on the gas pedal as it slams down under Xander's foot. The car speeds up.

XANDER: Will, would you cut that out? If you wanted to drive...

BUFFY: We need to stop. I don't like this.

WILLOW: We're close. I can feel him.

BUFFY: And we'll catch him, and he'll go to jail. Look, I'm finding the whole getting shot very motivating. But you're using magic.

WILLOW: If I wasn't, you'd be dead. (Xander looking upset)

BUFFY: Maybe. But this isn't right. Okay, this isn't how I want it.

WILLOW: Sometimes you don't have a choice.

XANDER: I think Buffy gets the tie-breaker on this one. She was the one on the ouchy end of the bullet.

BUFFY: Will, you do have a choice. This isn't good for you.

XANDER: You made the decision to stop for a reason. You promised us. And can I just ask, what's with the make-over of the damned? I mean, the hair...!

Willow isn't really listening; she's looking around. Now she suddenly sits up.

WILLOW: Turn right! Go!

Xander looks in front of him, seeing nothing.

XANDER: Go - where?

WILLOW: Over there! Now!

XANDER: (looking in confusion) Will.


The wheel turns itself under Xander's hands. The car screeches off the road onto dirt, zooming between scraggly bushes and such.

XANDER: (holding up his hands) Fine, fine! Puppetmaster wants to drive? Go right ahead!

The car continues to bounce along on the uneven surface. Finally it comes to a stop, right before another stretch of paved highway.

Willow jumps out of the car and begins to stride across the highway. Buffy and Xander follow more slowly, confused.

BUFFY: Willow, wait!

WILLOW: Stay back.

Willow gestures at them and more bolts of purple-black energy shoots over to them, immobilizing them like Anya earlier.

Willow keeps walking. Now we see the bus coming over a rise toward her. She stops, standing in the middle of the road, and glares at the bus.

Close on the bus driver as the steering wheel suddenly starts doing its own thing. He struggles to control it but can't. The bus speeds toward Willow, who stands there calmly.

Close on the bus driver's foot as the brake pedal pushes down underneath his foot. He continues wrestling with the wheel.

The bus starts to slow down. All the passengers (including Warren) are thrown around in their seats. Screeching of tires. The bus slams to a stop just a foot or so in front of Willow.

Willow walks around to the side. The bus door opens on its own.

WILLOW: Get out.

All the bus passengers are craning their necks, trying to see what's going on. Warren gets up, walks down the aisle and down the steps out of the bus.

Willow grabs him by the neck, lifts him off the ground. Her eyes are black again.

WARREN: Please. I'll-I'll do anything.

Horrible cracking noise as Willow starts to squeeze his neck.

Suddenly one of his eyes pops out, revealing metal and wiring and sparks. Willow lets go and Warren falls over motionless on the ground.

Buffy and Xander come running over. They stop and stare. Shot of the eyeball rolling around on the ground.

WILLOW: (surprised) It's a robot.

They look at her.

WILLOW: (confused) I, I could feel his essence.

Buffy looks sympathetic. But then Willow turns angry again.

WILLOW: He tricked me. (starts to walk) We'll find him another way.

BUFFY: (turning to follow) And then what?

WILLOW: And then we'll kill him.

Buffy grabs Willow's arm and stops her, turns her around.

BUFFY: Okay, you need to calm down.

WILLOW: Calm down?

BUFFY: Look, you're angry. I, I am too. There's no excuse for what Warren did, but that-

WILLOW: He shot Tara.

Buffy and Xander stare at her, speechless.

WILLOW: When he shot you, he hit her too. Upstairs in my room.

BUFFY: Oh my god.

WILLOW: Guess the last shot was the charm.

XANDER: She's dead?

WILLOW: She's dead. Now he's dead too.

BUFFY: (very upset) Oh my god ... (whispers) Tara...

XANDER: Christ, Will, how come you didn't say anything?

WILLOW: I'm busy.

Willow starts toward the car again. Buffy again grabs her and stops her.

BUFFY: W-Willow, please, just stop.

Willow stares at her coldly.

BUFFY: We love you. And Tara. But we don't kill humans. It's not the way.

WILLOW: How can you say that? Tara is dead.

BUFFY: I know ... I know. And I ... can't understand ... anything. Not what happened ... a-and not what you must be going through. Willow, if you do this, you let Warren destroy you too.

XANDER: You said it yourself, Will ... the magic's too strong, there's no coming back from it.

WILLOW: I'm not coming back.

Yet again Willow starts to walk off and Buffy grabs her, stops her.

BUFFY: Will, please. Please, we'll get through this together.

WILLOW: We won't! Not your way.

BUFFY: Please, just-

WILLOW: No! No more talking. It's done!

She turns away again, this time gesturing behind her. Another bolt of purple magic flies backward, knocking Buffy and Xander off their feet. They fall to the ground in a heap. Willow continues walking.

Buffy and Xander sit up, brushing themselves off. They look up toward the car.

Willow is gone. Just empty highway and the car.

They look around, look at each other.




Overhead shot of Sunnydale. The sun is setting and lights are coming on.

Fade to exterior of the Summers house. The front door is still open. Buffy and Xander walk up the steps, go cautiously inside.

BUFFY: Willow? Dawn?

They move off -- Buffy left into the living room, Xander right into the dining room. The camera stays still, looking from the porch in through the door at the stairway and the hallway to the kitchen.

Xander reappears, returning to the foyer.

XANDER: Maybe she went to the hospital to find you.

Buffy rejoins him.

BUFFY: I left there hours ago. She'd be back by now.

They look toward the stairs.

Cut to upstairs. Buffy and Xander are going in and out of the various doors.

BUFFY: Dawn?

Buffy pauses at the open door to Willow's room open. Looks inside with an expression of dread. Walks inside.

Reveal Tara's body, still lying there in a pool of blood, speckled with moonlight and shadows.

BUFFY: (whispers) Oh god.

DAWN: (O.S., softly) I didn't ... want to leave her alone.

Buffy turns and finds Dawn huddled in a little ball, in a corner formed by the wall and a side-table, crying.

BUFFY: Dawn. Sweetheart. (kneeling beside Dawn) Come on. Honey, we need to get out of here, okay? (stroking Dawn's hair) Dawn, sweetheart. Be strong for me, okay?

Xander walks in, looks at Tara in dismay.

BUFFY: Dawn, we need to go downstairs.

DAWN: (crying) I don't understand.

Buffy pulls Dawn close and hugs her. Dawn continues crying.

BUFFY: I don't understand either.

Long shot on the tableau of Xander standing in the doorway, Buffy and Dawn holding each other, and Tara lying dead on the floor.

Cut to a little later. Two men carry a gurney down the stairs, bearing Tara's body covered with a black sheet. Xander stands at the bottom of the stairs watching. He has changed out of his bloody clothes.

Buffy and Dawn sit in the living room. Buffy has also changed her clothing.

Xander watches in a daze as the men wheel the gurney out the front door. One of them gives him a clipboard.

CORONER: If you could just sign this?


He signs the clipboard and hands it back.

CORONER: Call this number tomorrow, we'll have more information. (giving Xander a piece of paper)

XANDER: Okay, thanks. Thank you.

CORONER: I'm sorry for your loss.

The coroner picks up a briefcase in one hand, takes the end of the gurney in the other, and he and the other (unseen) coroner exit. Xander closes the door, looking at the piece of paper. Goes into the living room.

XANDER: So that's it.

BUFFY: Are the police gone too?

XANDER: Coming back tomorrow with more of their pretty yellow tape.

He sits on the coffee table. Both he and Buffy put their faces in their hands for a moment.

BUFFY: (sighing) We need to find Willow.

XANDER: Yeah, she's off the wagon big-time. Warren's a dead man if she finds him.

DAWN: (bitterly) Good.

BUFFY: Dawn, don't say that.

DAWN: Why not? (the others looking at her) I'd do it myself if I could.

BUFFY: Because you don't really feel that way.

DAWN: Yes I do. And you should too. He killed Tara, and he nearly killed you. He needs to pay.

XANDER: Out of the mouths of babes.

BUFFY: Xander.

XANDER: I'm just saying he's ... he's just as bad as any vampire you've sent to dustville.

BUFFY: Being a Slayer doesn't give me a license to kill. Warren's human.

DAWN: (scoffs) So?

BUFFY: So the human world has its own rules for dealing with people like him.

XANDER: Yeah, we all know how well those rules work.

BUFFY: Sometimes they do. Sometimes they don't. We can't control the universe. If we were supposed to ... then the magic wouldn't change Willow the way it does. And ... we'd be able to bring Tara back.

DAWN: (very quietly) And Mom.

BUFFY: There are limits to what we can do. There should be. Willow doesn't want to believe that. And now she's messing with forces that want to hurt her. All of us.

XANDER: I just ... I've had blood on my hands all day. (looks Buffy in the eye) Blood from people I love.

BUFFY: I know. And now it has to stop. Warren's going to get what he deserves. I promise . But I will *not* let Willow destroy herself.

Beat. Xander nods, sighs.

XANDER: Okay, where do we go? She could be anywhere.

BUFFY: (sighs) I don't know, um ... Maybe the Magic Box for some kind of locating spell. (quickly, to Xander) I could go myself.

XANDER: No no. I'm cool. I'll go.

BUFFY: Dawn can't stay here by herself.

DAWN: Let me go with you. I want to.

BUFFY: No, honey, it's too dangerous.

DAWN: But ... it's Willow. She needs us.

BUFFY: She does. And you'll help her. Lots. Okay, but first we have to get her home in one piece.

DAWN: But-

BUFFY: Dawn. I'm serious. You've been through enough for more than one ... ever. You should be someplace where you feel safe.

DAWN: (sullen) Fine. I want to go to Spike's.

Beat. Buffy sighs heavily.

BUFFY: All right.

XANDER: What?! Not all right. Are you kidding? After what Spike did-

BUFFY: Xander!

Buffy gives Xander a meaningful look and a very small shake of the head.

BUFFY: I'll get the coats.

She gets up and moves toward the foyer. Xander follows.

XANDER: (quietly) You're not gonna really leave Dawn with Mr. Attempted rape.

BUFFY: (quietly) He won't hurt Dawn. I, he-he physically can't. Besides, he wouldn't.

XANDER: Well, after the other night, I'd say all bets are off on what he's capable of.

BUFFY: Dawn feels safe with him. We don't have a choice. Right now, he's all we've got.

Xander looks displeased.

Cut to: exterior of a UC Sunnydale dorm building.

Cut to Tara's room. Willow sits on the bed holding her white shirt stained with Tara's blood. She looks at it for a moment, then gets up, kneels on the floor and spreads the shirt out on the floor, bloody side down. We see that Willow's eyes are still black.

WILLOW: Blood of the slain, hear me. Guide me to Tara's killer.

Close on the shirt. The blood rises to the surface and forms a map. A glowing dot, as if the shirt were on fire just in one little spot, marks a single point on the map, moving slightly. Willow studies it grimly.

Cut to: interior Spike's crypt. The TV is showing an old movie.

MAN ON TV: John, why don't you forget this foolishness?

MAN #2 ON TV: Stop right where you are, Mr. Norton.

WOMAN ON TV: John! John!

Buffy and Dawn enter the crypt, walk over toward the armchair in front of the TV.

BUFFY: Spike.

The person in the chair gives a yelp of surprise and jumps up in a shower of popcorn/chips/junk-food. It's Clem, who had been asleep.

CLEM: Suffering cats!

Buffy is startled, stares at him.

CLEM: (puts hand on his chest) Where did you come from?

BUFFY: Oh. Clem, I - sorry, I didn't mean to startle you.

CLEM: It's, uh, it's okay, you just (chuckles) snuck up on me is all.

BUFFY: (apologetic) I made you spill your snacks.

CLEM: Nah, don't worry about it. (holds up his arm and indicates loose floppy skin) Like I need any more of this. (waves at Dawn) Oh, hi.


CLEM: Can I get you ladies something? I was just about to mix up some Country Time.

BUFFY: We're looking for Spike, actually.

CLEM: He didn't tell you?

BUFFY: Tell me what?

CLEM: He left. Town.


Close on Buffy who looks like she has mixed feelings about this news.

DAWN: He just took off?

CLEM: That's why I'm staying here for him. Sweet pad like this goes empty for a few days, you'll lose it for sure. Plus, I ... (indicates the TV) don't have a TV.

Buffy has a sour expression.

CLEM: I'm surprised he didn't tell you. He kind of left in a hurry, I guess. (awkwardly) Sure I can't get you something? I've got Bugles and, uh, liverwurst...

BUFFY: We're fine, thank you. Um, but you could do us a favor. Do you think maybe Dawn could hang out here with you for a while? I have some stuff that I need to do and, uh, I really don't want her to be alone.

DAWN: I still don't see why I just can't-

BUFFY: Dawn. We've been through this. (to Clem) What do you think?

CLEM: No problem. I'd love the company. (to Dawn) Do you like Parcheesi?

DAWN: (trying to be nice) Sure.

CLEM: Or, we could rent videos. I've been dying to see "The Wedding Planner."

DAWN: Either way. I'm good.

CLEM: Ooh, and here. (indicates the chair) You can have the comfy chair.

Dawn smiles despite herself.

BUFFY: I'll be back as soon as I can. (hugs Dawn) I promise.

DAWN: Okay.

BUFFY: (to Clem) Thank you.

Clem nods. Buffy starts for the door, pauses, turns back.

BUFFY: Did he say when he'd be back?

CLEM: Spike? No. Only that he could be gone a while.

Cut to: a view of the moon through an exotic tree. Sound of drums and African pipe music.

Cut to a desert village made up of grass huts on sand. Some African women are sitting around a fire talking. In the background more people walking around, sitting, etc. Spike, wearing all black, strides between the huts. He passes an African man walking the other way.

Spike continues walking, his face determined. Another villager tries to stop him, saying something in an African language.

VILLAGER: Toyenza coyengara. Erio mtuwana.

SPIKE: Not asking for permission, mate.

Spike never stops walking, strides past the man and onward. The man yells after him but doesn't follow.

VILLAGER: Ymirira! Odja kufa! Ymirira!

Spike enters a dark cave. He slows down. It's almost completely black. He flicks open his lighter, revealing paintings on the cave walls. Images of people's faces in pain, bodies with blood pouring out of them, skulls. Spike looks at them, a little nervous. The music continues.

More paintings. One depicts a black figure holding out an arm toward another figure, which is red and dripping blood.

A breeze blows out the lighter. Spike looks at it, slowly flicks it closed and continues into the cave. Then a deep gravelly voice speaks.

VOICE: You seek me, vampire?

Spike looks nervous, but covers it.

SPIKE: You do the finger paintings? Nice work.

We see a demon in the darkness, but all we can see is an indistinct shape and a pair of green glowing eyes.

DEMON: Answer me.

SPIKE: Yeah. I seek you.

DEMON: Something about a woman. The slayer.

SPIKE: (nods, barely concealed anger) Thinks she's better than me. Ever since I got this bleeding chip in my head, things ain't been right. Everything's gone to hell.

DEMON: And you want to return to your former self.

SPIKE: Yeah.

Close on the green glowing eyes as the demon laughs evilly.

SPIKE: What?

DEMON: Look what she's reduced you to.

SPIKE: It's this bloody chip-

DEMON: You were a legendary dark warrior, and you let yourself be castrated. (Spike looking angry) And you have the audacity to crawl in here and demand restoration?

SPIKE: I'm still a warrior.

DEMON: You're a pathetic excuse for a demon.

SPIKE: (angry) Yeah? I'll show you pathetic. Give me your best shot.

DEMON: You'd never endure the trials required to grant your request.

SPIKE: Do your worst. But when I win ... I want what I came here for.

The demon watches him, breathes loudly but says nothing.

SPIKE: Bitch is gonna see a change.

Cut to: interior magic shop. Close on the piles of books on the table, their pages all blank from Willow's actions earlier.

Pan over to the counter where Xander is trying to lead Anya toward the table. Anya is still partly frozen from Willow's spell.

XANDER: You feeling any change? Can you talk?

Anya pulls away, not looking at him.

ANYA: It's wearing off.

She sits down on the bench.

ANYA: Willow was here earlier. She put the whammy on me and went straight to the dark arts books. Sucked them dry.

XANDER: (awkwardly) Look, Anya, something terrible happened.

ANYA: I know. (softly) Tara.

XANDER: (nods) Willow's out for blood, big time. We need to find her before she finds Warren. Is there something you can do, a, a locator spell?

ANYA: I don't need a spell. (a bit reluctantly) I can feel her.

XANDER: You can...?

ANYA: Feel her. Her thirst for vengeance, it's overwhelming.

XANDER: Is that like, left over from your vengeance demon days? You just sense her?

ANYA: No. Not left over.

She gives him a meaningful look. The clue hits.


ANYA: Yeah. (sound of the bell over the door)


ANYA: (sourly) When do you think?

Buffy rushes over.

BUFFY: Is everyone okay? Did Willow -

ANYA: Got her power boost and took off.

XANDER: Anya's ... Anya was saying she knows where Willow is.

BUFFY: A spell?

XANDER: (bitterly) Not exactly. Seems Anya got her vengeance on again.

BUFFY: (stares at Anya) Oh.

XANDER: So, Willow's all wrathy ... why don't you go to her? Isn't that your gig?

ANYA: (defensively) Normally, I'd have to ... but she doesn't want me.

BUFFY: She wants to do it herself.

ANYA: Yeah.

BUFFY: Look, Anya, we don't have much time. Which side of this are you on?

Anya hesitates.

XANDER: If you know where she is, you can help us.

ANYA: (stands up, sighs) I'll help. But I'm helping Willow.

Buffy and Xander accept this.

ANYA: She's close to him. He's in the woods.

Buffy and Xander exchange a look.

Cut to the woods, night. Willow walks along, holding the bloody shirt. The bushes bend back out of her way as she passes. She walks slowly and calmly.

Cut to another part of the woods. Warren is running along, shoving branches and bushes out of his way. He's wearing a backpack.

Willow comes to a small clearing, looks around, smiles a little.

WILLOW: Run all night, Warren. I'll still find-

Suddenly something hits her. She falls down face-first. We see Warren standing behind her. A long-handled axe is buried in Willow's back.

Warren stares down at her, looking nervous.



Act IV


Open on the same scene. Warren stands over Willow, still nervous, but starting to smile a little.

Suddenly Willow rises upward and onto her feet, lifted by magic. She turns to face Warren, reaching her arm behind her to pull the axe out of her back. Warren stares at her fearfully.

WILLOW: Axe, not gonna cut it.

She tosses the axe to the ground. Warren runs off. Willow follows.

Warren runs through the forest, panting, reaching behind him to pull something out of his backpack.

It's a small metal box. Warren stops running and pulls a pin on the side of the box. Little metal wings appear from holes on two sides of the box. The wings begin to flap.

Warren smiles as the box lifts off his hand and up into the air. It zooms away with quick flitting movements like a bat.

Cut to Willow walking calmly through the woods. The winged box flies up to her. She looks at it in surprise. Suddenly the box explodes.

But the explosion, instead of moving continuously outward, only expands to a diameter of about ten feet. It surrounds Willow in a shimmering ball of energy like solidified air and fire, holding her motionless.

But then she steps forward, and the ball shatters into large pieces like glass. Willow resumes walking.

Cut to Warren running desperately through the woods, looking back over his shoulder. He turns to face front again and finds Willow directly in front of him. Warren stops short, gasping.

WARREN: (nervous laugh) Cute. That's a cute trick.

Willow is silent, just walks toward him. He backs away, very nervous.

WARREN: It was an accident, you know.

WILLOW: Oh. You mean, instead of killing my best friend, you killed my girlfriend.

WARREN: It ... it wasn't personal, that's all.

Close on Warren's hand in his pants pocket, grasping for something. He continues moving backward as Willow continues advancing on him.

WILLOW: Well, this is.

Warren turns to run away. Willow holds out both her hands and sends a huge blast of magical energy at Warren, knocking him down. He quickly pulls his arms out of his backpack straps.

WARREN: Capture!

He throws something at Willow, looks like a small ball of blue goo. It hits her in the stomach and begins to expand, first around her body pinning her arms to her sides, then up and down until her whole body and head are surrounded by shimmery transparent blue. Her mouth opens as if trying to speak, but she can't.

Warren jumps up and runs off again, leaving his backpack behind.

Close on Willow's eyes behind the goo. They begin to glow fiery orange. The goo in front of her eyes melts, and then the entire cocoon melts and slides down off her body.

Cut to Warren still running.

Cut to Willow still standing where she was. Her eyes are black again.

WILLOW: Irretite. (latin translation: "entangle")

Cut to Warren running. Suddenly vines from several nearby trees whip out and wrap around his legs, then his wrists. He's trapped, spread-eagled between two trees. He looks around, panting.

Willow walks around a tree and approaches him.

WILLOW: Cute tricks.

WARREN: You're really asking for it, you know that?

WILLOW: (incredulous) I'm asking for it?

WARREN: I'm gonna walk away from this. And when I do, you're gonna beg to go join your little girlfriend.

Willow frowns as if realizing something.

WILLOW: She wasn't your first.

WARREN: (nervous) Uh, first who?

WILLOW: Tara. She wasn't the first girl you killed.

WARREN: I don't know what you're talk-

WILLOW: Reveal!

KATRINA: (O.S.) I should have strangled you in your sleep.

Warren's ex-girlfriend Katrina, whom he killed in episode "Dead Things," walks around the same tree that Willow just came from. She is deathly pale.

KATRINA: Back when we shared a bed. I should have done the world a favor.

WARREN: (nervous laugh) It's a trick.

KATRINA: Why, Warren? You could have just let me go.

Warren is pretty freaked and can't look at Katrina, just at Willow and the surroundings. Willow watches him calmly.

WARREN: (to Willow) Make it shut up. Make it go away.

KATRINA: It didn't have be like that.

WARREN: (to Willow) I'm not kidding!

KATRINA: How could you say you loved me, and do that to me?

WARREN: (suddenly) Because you deserved it, bitch!

Warren finally turns to look at Katrina as he yells at her. But now she's gone.

WILLOW: Because you liked it.

WARREN: Oh, shut up!

WILLOW: You never felt you had the power with her. Not until you killed her.

WARREN: (nasty laugh) Women. You know, you're just like the rest of them. Mind games.

Warren talks a good game, but he's trembling in fear.

WILLOW: You get off on it. (moving closer) That's why you had a mad-on for the Slayer. She was your big O, wasn't she, Warren?

WARREN: (still trembling) Are you done yet? Or can we talk some more about our feelings?

Cut to another part of the forest. Anya walks along, with Buffy and Xander following.

BUFFY: What's happening? What do you feel?

ANYA: She's stronger now. Close.

XANDER: What about Warren? Has she-

ANYA: He's still alive. She's not done.

Cut back to Warren and Willow. He's getting desperate now.

WARREN: (yells) Help! (normal voice) Let me go. (yells) Somebody! Help!

WILLOW: What's the matter? Thought you wanted to talk.



Willow opens her hand, revealing the bullet that she took from Buffy's chest earlier.

WILLOW: I'll talk.

She waves her other hand, and Warren's shirt rips open.

WARREN: What, what are you doing?


WARREN: (seriously freaked) Hey, hey, I'm sorry, okay? I'm sorry.

Willow holds the bullet about an inch from Warren's chest, right over his heart. She lets go, but the bullet continues to hover in place.

WILLOW: Wanna know what a bullet feels like, Warren? A real one? (Warren looking nervously down at the bullet, then up at her) It's not like in the comics.


WILLOW: I think you need to. Feel it.

The bullet slowly starts to push its way into Warren's chest.

WARREN: Oh god! Stop it!

WILLOW: It's not going to make a neat little hole. First, it'll obliterate your internal organs. Your lung will collapse. Feels like drowning.

WARREN: (strained) Please! No.

Warren is clearly in a lot of pain as the bullet continues penetrating his body.

WILLOW: When it finally hits your spine, it'll blow your central nervous system.

WARREN: Oh please, stop, god! Please-

WILLOW: (angrily) I'm talking!

Willow lifts a hand and suddenly Warren's lips are sewn shut with large stitches of thread. He can only groan and whimper.

WILLOW: The pain will be unbearable, but you won't be able to move. bullet usually travels faster than this, of course. But the dying? It'll seem like it takes forever.

She pauses, as if affected by her own words, looking at the little wound on Warren's chest. Warren just grunts and squeezes his eyes shut in pain.

WILLOW: Something, isn't it? (pensively) One tiny piece of metal destroys everything. (Warren groaning loudly) It ripped her insides out ... took her light away. From me. From the world.

Now she looks Warren in the eye again, re-focusing. He continues trembling, groaning in pain and fear.

WILLOW: Now the one person who should be here is gone ... and a waste like you gets to live.

Another shot of the bullet hole in Warren's chest.

WILLOW: Tiny piece of metal. Can you feel it now?

Warren continues whimpering in pain.

Cut to the others still walking.

ANYA: Over there.

She leads them off to the left.

Cut back to Warren and Willow. He continues grunting through his sewn-shut mouth.

WILLOW: I said, can you feel it?

She waves her hand and the stitches disappear.

WARREN: Please! God! I did wrong, I see that now. I need, I need jail! I need ... But you, you don't want this. You're, you're not a bad person. Not like me.

Willow stares at him.

BUFFY: (O.S.) Willow!

Willow looks over. The others are visible a few hundred feet away, rushing toward her.

WARREN: Oh, and when you get caught, you'll lose them too. Your friends. (panting) You don't want that. I know you're in pain, but-

WILLOW: Bored now.

Willow makes a casual gesture with one hand. A bolt of magic rips through Warren and tears the skin off his body in a single piece.

Anya, Buffy, and Xander arrive just in time to see this.

XANDER: Oh my god.

Warren's skinless body sags against the vines that still hold him. Very icky. Willow stands looking at it.

BUFFY: (shocked) What did you do?

Willow continues looking at the lifeless body.

BUFFY: Willow, what did you do?

Willow looks over at her friends, then back at the body. Suddenly it bursts into flame and burns to nothing in an instant.

WILLOW: (calmly) One down.

Smoke begins to curl up around Willow's body as red fire flashes in her eyes again. Lightning flashes as her whole body dissipates into smoke and is gone.

The others stand there staring in horror.


Executive Producers: Joss Whedon and Marti Noxon.

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