Sunnydale After Dark
Billy Transcript
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Written By: Tim Minear and Jeffrey Bell
Directed By: David Grossmann

This episode originally aired on October 29, 2001


Previously on Angel:

Wesley: All those years she spent hiding out alone in that cave.

Cordy: The girl's trading one cave for another.

Fred: The vision's aren't from the powers!

Lilah: There's a young man who's been unfairly imprisoned and - you're gonna save him.

Angel: I do this for you and you stop sending Cordy the killer visions.

Lilah: It's just business.

Angel: Don't you come at me through Cordelia ever again. You play that card a second time and I'll kill you.

Angel: Just trust me.

Cordy: I do.

Hyperion, basement, Angel is standing behind Cordy, leaning in close.

Angel: Don't stiffen up.

Cordy: Yeah, you either.

Cordy raises the sword in her hands and they start moving through an exercise with Angel Guiding her movements.

Angel: Alright. A good defense is about moving the line of attack. When the bad guy comes at you, you want to step off the line (His hands direct Cordy to turn) like this (he jumps back to avoid the sword slicing his belly open) creating a new one. Every time you do, your opponent will be forced to adjust. Always make the other guy work.

Cordy: Okay. Move the line. Then what?

Angel picks up a sword of his own.

Angel: Then - just keep moving the line. You'll be able to keep an attacker busy until... - You know.

Cordy: What? Until he dies of old age or until *you* swoop in to save me? Angel, I didn't ask you to train me so I could stave. I already know how to stave. *Now* I need to learn how to fight!

Angel: You don't think that I would?

Cordy: Would what?

Angel: Save you.

Cordy: Men-folk not always around to protect the women-folk, you know? - Besides, what if it turned out *you* were the guy I had to fight? Could happen.

Angel: Okay.

Angel raises his sword and takes a stance beside Cordy and she copies his movements.

Angel: When you put an adversary down, you wanna make sure he doesn't get up again. So, like I showed you...

They move through an exercise parallel to each other.

Angel: Force the other guy to counter and he'll open himself up something like this. We'll go half-speed until...

Angel puts his sword away.

Cordy: No need, I got it. Three years of Varsity Cheer Squad, I only ever had to be shown a move once.

Angel: You know, Cordelia, handling a lethal weapon is a *little* different from shaking a pom-pom.

Cordy: Ready! O-kay!

Cordy comes at Angel with the sword full-speed, ending with him up against the wall the sword inches away from his throat.

Angel: Easy - Ha, ha - Go team.

Lilah is walking through the hall at Wolfram and Hart, her secretary on her heels.

Lilah: How long has he been here?

Secretary: Security brought him in about twenty minutes ago.

Lilah: You should have pulled me out of that meeting the minute you heard anything. What about the family?

Secretary: On their way.

Lilah enters her office to see Gavin chatting with Billy - the guy Angel rescued from the fire-cage in that demon dimension.

Gavin: Lilah. - I was just keeping young Billy here company.

Lilah: Thanks awfully, Gavin. I'll take it from here. Billy, your family has been worried sick. Where have you been?

Billy: Went for a walk.

Lilah: A walk. For three days?

Gavin: The boy was feeling cooped up.

Lilah: Gavin, why don't you go - close an escrow or something? (Turns back to Billy) You're not supposed to be out on your own. You remember what happened the last time, don't you? You don't wanna end up in that awful place again, do you?

Congressman Blim: Well, of course he doesn't. - No one wants that.

Lilah turns to the new arrival: Congressman.

Blim: I trust you managed to stay out of trouble this time, Billy?

Billy: No trouble.

Blim: Lets go home. (To Lilah) Well, this is the second time you've returned our nephew safely to us. (Looks at Gavin) Thank you.

Blim and Billy turn to go.

Gavin: Our pleasure.

Lilah towards the departing backs: Our pleasure in the sense that (door closes and she looks at Gavin) he had nothing to do with it.

Gavin: Nice boy.

Lilah: Yeah, Billy? He's great. Had his own private room in hell. Family connections. Oh - by the way - get out.

Gavin: I wasn't finished.

Lilah: No. You really were. To make myself clear - you go sniffing around one of my clients again, I think we're gonna have a problem.

Gavin: You *think?* Who told you, you could *think?* You know, why don't you try *listening* once in a while instead of constantly flapping that fat mouth of yours?

Lilah lets out a laugh: You weren't exactly captain of the debate team, were you, Gavin? At least Lindsey knew how to...

Gavin grabs Lilah by the hair and smashes her into the glass shelves against the wall, then jumps on top of her, wrapping his hands around her neck and choking her.

Walking down the hall outside a smile spreads slowly across Billy's face.


Wes' apartment, Gunn and Angel are sitting on the couch playing a video game. Fred is sitting on the arm of the couch next to Gunn watching. Wes is pouring Cordy a cup of tea in the kitchen.

Wes: It's inspiring to see you like this. The initiative you've shown in training with Angel. Taking responsibility. I'm proud of you.

Cordy: Well, never hurts to be prepared.

Wes: Hm. I agree. We should all be battle ready. Every one of us.

Gunn from the other room: Dead! So dead! So very, very dead. Just how dead are you, huh?

Angel: I'm tired of being the dead one.

Wes looking at the three of them through the open kitchen door.

Wes: I was thinking, perhaps I'd enter into a similar training arrangement with our Fred.

Cordy: Oh, hey, if you think she can help you fight, why not? (Wes gives her a look) I'm kidding. - Wesley, if you wanna get to know Fred better, maybe the next time you have her over for an intimate dinner for two, you won't ask the rest of us to come along.

Wes: Ah, I don't... I mean... (Cordy gives him a look) Was I *that* obvious?

Gunn, eyes on the TV screen: Yes! Ha, ha!

Cordy whispers: I don't think anybody else noticed.

Wes looking at Fred: She is a rather extraordinary young woman. - Still, the last thing any of us should be doing is - coupling - with each other, I mean. Office romances, even under the most *normal* circumstances...

Cordy: We don't live in normal circumstances. - I mean, what are the odds of any of us actually finding someone out there who can deal with the kind of stuff we have to deal with? I don't know. Maybe we *are* meant...

Wes: For each other?

Cordy: Actually I was gonna say 'to be alone.' But what the heck - Wesley, if you like her, *tell* her. Just go right up to her and (Cordy starts to frown and sway a little) hug her into little pieces.

Cordy gets hit by a vision and collapses on the floor. Gunn and Angel jumps off the sofa and run into the kitchen.

Angel: Easy.

Angel helps Cordy up into a chair.

Cordy: Convenience store, man attacking a woman. His wife - it's his wife.

Angel: How many convenience stores we got on the Westside?

Fred: Well, even if you just include Santa Monica, Beverly Hills and Malibu only, the combined populations is something like a hundred thirty thousand people spread over more than thirty square miles, and given that...

Gunn: A lot.

Fred: I was - getting there.

Wes: Alright. We go in two teams. Gunn, you and I...

Cordy: No. It's too late. You can't save her. This murder happened a week ago. (Looks up at Angel) Why would they show this to me now?

Cordy is sitting at her desk in the Hyperion. She gets up as Wes drops a thick file onto the counter.

Cordy: What's this?

Wes: Everything. Everything about the crime I believe you saw in your vision. Police reports, husband's written confession, captures from the convenience store's video surveillance cameras...

Fred is coming down the stairs and Gunn and Angel are coming from other parts of the Hyperion to join Cordy in picking up papers from the file.

Wes: ...and I have to caution all of you, the medical examiners crime scene photos. Cordelia...

Angel reaches out and takes the crime scene photos of the dead elderly woman away from her.

Angel: Maybe you shouldn't be looking at that.

Cordy: Tell that to the Powers. They already ran the THX version in my head, remember? (To Wes) How did you get this stuff?

Wes: I did it the old-fashioned way: I bought it.

Fred: The police sold you this stuff?

Wes: Not exactly. A source. Someone who has access. Usually they sell to the tabloids, when the victims are - more high profile.

Gunn: Charlene Baird.

Wes: The victim. She and the perpetrator were married for thirty years, no history of domestic violence.

Fred: Why'd he do it?

Wes: He says she wouldn't listen to him. He was trying to get her to stop talking.

Fred: Well, it worked.

Gunn: I don't get it. This guy confessed. Crime solved. Why are the Powers airing re-runs in Cordy's head?

Angel is looking at one of the pictures from the surveillance cameras.

Wes: I don't know.

Angel: I do. (Put the photo on the counter) Eleven twenty four, twenty minutes before the crime occurred. Look who's there.

Wes looks at a person in the background of the picture with the magnifying glass. It's Billy. Wes hands the picture to Gunn.

Gunn: Oh, boy.

Cordy: What? - What?!

She takes one of the photos and looks at Billy.

Cordy: Okay. Kinda cute. So, who is he?

No one answers her.

Wes and Fred are sitting on the round settee in the lobby. Gunn is standing beside it.

Behind the counter, Angel is sitting on the edge of Cordy's desk, while Cordy is pacing quickly back and forth, holding the photo in her hands.

Cordy: You're sure this is him? This is the guy?

Angel: You pull someone from a hell dimension, you tend to remember their face. Yeah. - That's him.

Cordy slowly sinks down into a chair.

Cordy: Well, then - now we know why the Powers made me experience that woman's death. - She died because of me.

Angel: No.

Cordy: Yes! Angel, if he's somehow responsible - then so am I.

Angel: You're not the one who broke him out and put him back on the streets. I did that.

Cordy: For me. You did it to save me.

Angel: And I'd do it again.

Cordy: Angel...

Angel crouches down in front of Cordy.

Angel: Hey. - Hey, whatever's happening now, you're not responsible for this - and neither am I. - But I know who is.

Lilah is pouring herself a drink. She jumps a little as the door to her dimly lit apartment is suddenly kicked open, revealing Angel standing in the brightly lit hallway.

Lilah: That's a very dramatic entrance - except for the part where you can't enter.

Angel: You're a little jumpy there, Lilah.

Lilah: It's been a long day at the office.

Angel: Then you know that your boy is on the loose. You know what he's doing.

Lilah sighs: It's been brought to my attention.

As she walks closer to the door we see that her face is black and blue from the beating Gavin gave her earlier.

Angel: God. Are you...?

Lilah: I'm fine. You should see the other guy.

Angel: I plan to.

Lilah: Billy never touched me, friend.

Angel: I know. He has some power. He makes people...

Lilah: Billy never touched me, and you can't touch him. Nobody can. Billy as in Blim? As in congressman Nathan Blim's nephew? That family is the closest thing this country has to royalty. They'd own half the eastern seaboard even if they weren't clients of ours. The law won't go near him.

Angel: I'm not the law.

Lilah: This isn't some three horned Gurnarbeast you can just chop into meatloaf!

Angel: Why you're protecting him after what he did?

Lilah: I'm sorry, but this deep chivalric concern coming from the only man I know who *definitely* wants to kill me, is a bit much on a day like this.

Angel: Your hands are shaking.

Lilah: Stay away from my client.

She closes the door in Angel's face.

Night. Angel's convertible pulls off the side of a road and its lights go out. Angel, Gunn and Wes get out and walk up to the gates of a big estate.

Wes: This is it. The Blim estate.

Gunn: Not very welcoming, is it?

Wes: I don't suppose it'll do much good to ring the bell either.

Gunn: How about we sneak in, dressed up like security guards or something?

Wes: Well, that's a possibility. Or we could...

Angel leaps straight up to the top of the gate (12 - 15 feet high?). He drops down on the other side and disappears into the bushes.

Gunn: So... - wanna go next?

Wes looks at the gate: I guess we wait here.

Gunn: Yeah.

Angel is running towards the house. We see Billy through one of the glass doors, talking on the phone.

Angel makes his way to the glass doors.

Billy lowers the cordless and looks out, directly at Angel.

Angel runs out from behind a bush, jumps over a low wall, picks up a metal patio chair and tosses it through the glass doors, shattering them. Billy stands unmoved. He tosses the phone aside as Angel steps in through the doors.

Angel: Why doesn't it surprise me that I can just walk right in here without an invitation.

Billy: Well, as far as I'm concerned you have a standing invitation.

Angel: You're not a right guy, Billy. You're not quite human either, are you?

Billy: Not quite. More than you.

Angel: You like to hurt women, do you, Billy? That make you feel like a man?

Billy: I have never hurt a woman in my life. - I just like to watch.

Angel: Not anymore.

Billy: Oh?

Angel: You're going back.

Billy: Really? 'cause I don't think so.

Woman's voice: Los Angeles Police department

Man's voice: Hands were we can see 'em. Turn around. - Slowly!

Angel raises his hands and turns to face the shattered doors. Billy steps up beside him before he can speak.

Billy: You're looking for me.

Woman cop: William Blim?

Billy: That's right. I'm the one that called you. Did you find the body? Was it where I said it would be?

Woman: William Blim we're taking you into custody for questioning.

Billy smiles: Oh, yes (turns to look at Angel) I should think you would.

Woman cop: Sanchez, be sure you read him his rights.

Sanchez pulls out a pair of cuffs and walks up to Billy. Billy puts one hand on Sanchez wrist.

Billy: Will those be absolutely necessary? I won't give you any trouble, officer. I'll come quietly.

Sanchez turns back to look at the woman detective. She nods.

As Billy takes his hand off Sanchez bare wrist, we see that his fingers left a glowing, red print that quickly fades away.

Sanchez leads Billy out of the house.

Woman cop to Angel: Who are you?

Billy: He's nobody.

Angel watches as the cops lead Billy away, reading him his rights as they go.

Billy is sitting the back of the police car.

Sanchez: Why're you going this way? I thought I told you to take Pico.

Woman cop: Relax, Sanchez. We'll get there.

Sanchez: Did you just tell me to relax? - You think you can talk to me like that?

Woman cop: I'd talk to you with my finger, but I like both hands on the wheel while I'm driving.

Sanchez: Pull over.

Woman Cop: What?

Sanchez: Pull over!

Woman Cop: What's your problem?

Sanchez: I tell you what my problem is: I got a woman here that don't listen!

We get a close up of Billy as we hear sounds of a struggle and of the car skidding out of control.


Wes hangs up the phone in the Hyperion's reception.

Wes: My contact at the city morgue confirms it. Her body was discovered earlier tonight. A young woman was reported missing three days ago. Someone phoned in a tip.

Angel: Billy.

Gunn: It doesn't make sense. I mean, even if he did it, he didn't do it, you know what I'm saying? So why confess? What does he get?

Angel: Out. It gets him out.

Gunn: Yeah, out of his palatial twelve million Dollar compound and into a holding cell at Men's central.

Wes: Yes, but for how long?

Cordy: Well, an impenetrable cube of hell fire in a heavily guarded demon dimension couldn't do much, so my guess - regular bars? Not really going to be a problem.

Angel: She's right. All he'll need to get out this time is his lawyer.

Angel turns to go.

Wes: Angel, what are you doing?

Angel: I'm gonna get there before Lilah does.

Gunn: And then what?

Angel: Well, I took him out of one cell, I can take him out of this one, too.

Cordy: Wait! Angel, you can't barge into a police precinct and go all Terminator.

Angel: I'll be okay.

Cordy: It's dangerous. He's dangerous. What if he lays his whammy on you?

Angel: He won't be conscious long enough to try.

Fred: He's not there! (Everyone turns to look at her) I just heard it on the police scanner. The patrol car carrying Billy never made it to the police station. There's been an accident.

We see an ambulance and another police car parked just beyond the stopped patrol car. The backside door is open and bent out of shape as if it had been kicked open from the inside with tremendous force.

Wes walks away from the scene and meets up with Gunn.

Wes: There was an altercation between the officers who transporting Billy. One of them attacked his partner. She was forced to shoot him. The female's been taken to a local hospital.

Gunn: So, maybe she can tell us something - like what Billy did to her partner before he snapped.

Wes: It wouldn't be a bad idea if one of us were standing by at the hospital visiting a sick relative.

Gunn: Maybe happen to strike up a conversation with the hospital staff or one of her buddies?

Wes: Maybe.

Gunn: I'm on it.

Gunn leaves and Wes walks over to where Angel is standing across the road from the patrol car.

Angel: The blood in that car? Some of it is his. - Not human.

Angel walks down the road a little ways.

Angel: He came through here.

Wes crouches down and touches the bloody handprint on the wall that Angel found.

Wes: And recently. It's still wet.

Wes picks up a piece of paper from the ground and presses it up against the handprint.

Wes: I'll take a sample back to the hotel, see if I can determine just what sort of creature Billy is.

Angel: I can't wait for that.

Wes: I understand.

Angel: I can find him.

Wes: Be careful

But Angel is already across the street and disappearing between two buildings. Wes sighs and pulls the paper away, checking to make sure he got a good print on the paper.

Cordy takes the tazer from the weapons cabinet and puts it into her shoulder bag. Picks up a crossbow and stows it as well.

Fred comes walking down the stairs.

Fred: What you doing?

Cordy turns and sees her.

Cordy: I'm gonna go run an errand. Uh - a normal, every day errand.

Cordy walks to the side door.

Fred: Cordelia. (Cordy turns to look at her) I don't think you should do this.

Cordy: How can I not?

Cordy opens the door and walks out.

Fred stands there for a moment then turns as Wes comes in the main doors.

Wes: Fred! You're here. Good, I was hoping you would assist me. (Lifts up a bag with the paper in it) I managed to lift a sample of Billy's blood. Maybe we can identify his demon lineage and somehow figure out how his power works. Would you hand me the (looks up to see that Fred is holding out some glass slides) glass slides. (Gives Fred a silly smile) Thank you.

Lilah goes to answer a knock on her door.

Lilah: Cordelia Chase, right? Come to gloat?

Cordy: I can do that anywhere. Are you gonna invite me in? Oh, wait. I'm not a vampire.

Cordy walks in past Lilah.

Lilah: Please, come on in.

Closes the door and walks after Cordy.

Cordy: I want you to tell me about Billy. Everything you *didn't* tell Angel. I want you to help me stop him.

Lilah: And what makes you think I'm gonna do that?

Cordy: Well, there's your face - for starters.

Lilah picks up her drink: I know the risks of my job and I accept them.

Cordy: Then why where you crying five minutes ago? - There's not a thing about badly reapplied mascara that I don't know.

Lilah: I'm not Lindsey McDonald. I don't switch sides whenever it gets tough. And since when is this your job? I thought Angel was the dark avenger.

Cordy: Angel feels responsible for this guy because he brought him back from hell. I feel responsible because he did it to save me. You, who are actually responsible for the entire thing, feel nothing at all, because *you* are a vicious bitch.

Lilah shrugs: So? You know me.

Cordy: Please, I was you - with better shoes.

Lilah: These are Boracchi.

Cordy: Fall collection?

Lilah: Next spring.

Cordy: He's widened the heel.

Lilah: And rounded the toe.

Cordy: That won't work with pink.

Lilah: The pink is out this spring.

Cordy: Billy Blim makes people crazy.

Lilah: Not all people. Just men. He brings out a primordial misogyny in them. Turns them into killers.

Cordy: Then why didn't he do it to Angel?

Lilah: Angel's seen him?

Cordy: Yes, right before he escaped from the cops.

Lilah lets out a chuckle.

Cordy: What's so witty?

Lilah: Billy's touch works differently on different men. Some lose their mind in an instant. Others - can take hours. - Gee, I sure hope Angel isn't starting to feel testy.

Cordy: You better hope it.

Lilah: I know. I've seen his dark side.

Cordy: You really haven't. - I have to find Billy.

Lilah: And I'm gonna help you why?

Cordy: You know that guy that you hired to hack into my visions? What he did to me? What it felt like? I was cut, my face disfigured, and burning with pain every second not knowing if it was gonna end or just get worse till I died.

Lilah: So you think I owe you...

Cordy: It's not the pain. It's the helplessness. The certainty that there is nothing you can do to stop it, that your life can be thrown away in an instant by someone else. He doesn't care. He'll beat you down until you stay down because he doesn't even *think* of you as alive. - No woman should ever have to go through that, and no woman strong enough to wear the mantel of 'vicious bitch' would ever put up with it. - *Where* is Billy going?

Angel walks up on two guys standing beside a taxicab, talking. He seemed like such a levelheaded guy, you know? Always polite, with the 'yes, sir' and the 'thank you, sirs.' And to lose it like that, I didn't see it coming, did you? I got to say, I understand why he did it. I mean, there is a point, am I right? How many times do you feel like talking a fist to a customer?

Angel: One of your drivers finally snapped, huh? Yeah, he beat the hell out of his fare.

Angel: A woman? That surprise you? Probably sitting in the back, nagging, telling him how to drive. You know the type.

Angel: Yeah. Probably had it coming to her, huh? shrugs: I'm just saying...

Angel grabs him by the shirt and pulls him close.

Angel to Get out of here.

The first man walks off.

Angel: This driver who snapped? You're gonna tell me what his last stop was, right before he beat up that woman. - I'm just saying.

A hip get together is going on in a well-appointed suite. There is a couple kissing on the couch. Two guys are playing pool. Music is playing: '..the future is coming on, coming on - finally someone let me out of my cage...

Guy walks up to one of the pool players.

Guy: Hey, Dylan, your cousin is here.

Dylan: Which one? There is about a zillion of them.

Guy: I think he said his name is Billy.

Dylan, shooting pool: Billy? Not possible. Billy's...

Turns his head to see Billy standing beside him.

Billy: Hi, Dylan.

Dylan: Billy.

Billy: I didn't know you were having a party.

Dylan: Billy (swallows) I-I thought we agreed that you weren't going to come around here anymore after that last thing.

Billy is watching the couple kissing on the couch.

Billy: I think we should talk to them about appropriate public behavior. - Do you want to? Or should I?

Wes is looking at Billy's blood through a microscope.

Wes: This was taken from the print I made of Billy's blood. (Makes room for Fred to look) Tell me what you think.

Fred looks: Looks to me as if some of the red blood cells are kind of supercharged.

Wes: Those would probably be from Billy's demon lineage.

Fred: So, however Billy is putting the mojo on people, the power seems to be in his blood. Which means it can also be in his sweat or his saliva or even his touch.

Wes: Speaking of saliva, where is Cordelia?

Fred: What do you mean 'speaking of saliva?' How does saliva make you...

Wes: It's a simple question. Where is Cordelia?

Fred: I - I think she went out.

Wes: Out?

Fred nods.

Wes: Did she happen to mention where?

Fred: She just - ah - she said an errand.

Wes: So when you say you 'think' she went out, what you mean is you 'know' she went out because you spoke to her.

Fred: Well, I suppose I...

Wes: Suppose?

Fred: I - I did. Yes, I did.

Wes: That's better. (Leans in to look through the microscope again) Lie to me again - and we're going to have a problem.


Fred walks around Wes' desk and towards the door while Wes is still looking through the microscope.

Wes: Where're you going?

Fred: I was just gonna call Cordelia, find out where she is for you.

Wes: That's not necessary.

Fred: It's not?

Wes: No. - Sit down Fred.

Fred: It'll just...

Wes: Sit! - Down.

Fred hesitantly walks back into the office and sits in the chair in front of Wes' desk.

Wes: There's something we need to discuss.

Fred: I'm sorry I didn't tell you Cordelia left. Really I am.

Wes holds up a hand: Pffft. We're past that. I've put it behind me. (Gets up to walks around his desk) However, we are going to have to make some changes around here.

Fred: Change can be good, I guess.

Wes: Like, no more of these provocative little outfits you wear.

Wes pulls the strap of Fred's dress off her shoulder. Fred pulls it back up.

Fred: Provocative?

Wes sits down on the edge of the desk in front of Fred.

Wes: Maybe Mommy and Daddy never explain to you that men - *grown* men - are wired a certain way. - (Wes leans in closer to a wide-eyed Fred) You can't be coming in here day after day waving it in my face like this.

Fred: What?

Wes almost whispering: You're practically daring me to take it. Is that what you want?

Fred jumps up out of her chair: Stop it!

Wes: Oh, are we standing now? Is that what we're doing?

Fred backing away: This conversation is making me very uncomfortable.

Wes: Oh, you're uncomfortable. That's rich! How do you think I feel? What do you think it's like for me with you smelling the way you do?

Fred: Wesley, please.

Wes stalking closer to her: You think you can taunt a man and get away with it? You brush up close, bat your eyes - and then when our backs are turned, you *laugh* at us.

Fred: No, I would never...

Wes: Humiliate us. You think you can do anything you please because you're connected to life, because you bleed, is that it?

Fred: No!

Wes slaps her open handed across the face. Fred falls to the floor.

Wes: I'll show you blood.

Fred runs to the side doors, but before she can get them open, Wes grabs her by the hair from behind.

Wes: What do you tell a woman who has two black eyes? (Pulls her back then pushes her down onto the steps leading up beside the doors) Nothing you haven't already told her twice.

Fred picks herself up and runs upstairs.

Wes: No sense of humor.

Wes pulls his tie off and walks down into the lobby stretching his shoulders and massaging his neck. He turns his head and his eyes come to rest on the battle ax in the corner of the weapons cabinet.

Dylan opens the door to his apartment as far as the safety chain will let him.

Angel: I'm looking for Billy Blim?

Dylan: Are you a friend of his or what?

Angel: Friend? To be honest I'm looking to kill the bastard.

Dylan: Oh. Come on in.

Dylan undoes the chain to let Angel in.

Angel: Is he here?

Dylan: No. He came and went.

Angel: And everyone's okay? Frankly I was expecting blood - carnage, you know - bad things.

Dylan: You gotta know the rules around Billy. Everyone in the family knows the rules. You never leave him alone with your girlfriend, keep him away from your pets and don't *ever* let him touch you. Like, if he wants money you gotta leave it on the table and back away.

Angel: Is that why he was here?

Dylan: Yeah, he said he needed some - fun money. I just wanted to get rid of him.

Angel: So can you explain something to me? - How come you invited me in after I told you I wanted to kill your cousin?

Dylan: You're Angel, right?

Angel: Did Billy mention me?

Dylan: No, no. There was a chick here. She was cute, brunette. Well, she said that a melodramatic guy named Angel would eventually show up.

Angel: Cordelia... - thinks I'm melodramatic?

Dylan: Well, you did say that you were gonna kill my cousin.

Angel: That's not melodrama, melodrama (Grabs Dylan by the shirt front) She was here?!

Dylan: So you're saying that melodrama is exaggerated emo...

Angel: This isn't a demo, this is real! Where did you send her?

Dylan: Santa Monica. My family has a plane there. Billy said he wanted to fly some place. I don't know where. Vancouver, Tahiti, he didn't say. Hopefully far away.

Wes walks up the stairs of the Hyperion. There is a mattress leaned against the corner of the landing.

Wes: Fred?

As he walks up the next set of stairs, we see that he is carrying the battle ax in his right hand.

Wes: Fred? - I know what you're doing. - What you're up to. - Luring me. (Enters a hallway) Forcing me to find you. - Oh, it's such a dog and pony show. - You beguile me with your girlish ways (pushes a door open with his ax) I pursue you (Pushes open the next door) but you never give over, do you? - No, you just keep laughing and running. (Pushes open another door) Well, guess what, my love - I'm not some downy-faced schoolboy. (Pushes open another door. This one has the safety chain in place) I'm a man.

Wes kicks the door open and walks into the room. There is a can of paint sitting on some boards as if someone had been working on renovating it. The room looks dark and deserted.

Wes: You can't come out into the open, can you? - No, you hide - you deceive. (He walks into the room, the light glinting of the ax held before him) It's nothing new. It goes all the way back to Eve. - You and the serpent plotting behind our backs. - 'Here, honey, eat this. It's just an apple.' - That's the problem with your sex - you're all weak, and you're all dirty and you won't be satisfied until you've brought each and everyone of us out of the garden and down into the muck with you!

Wes smashes a stool aside with his ax, breaking it and sending the tools on it scattering across the floor. We hear a smothered gasp, and Wes' head snaps around to look towards the bed in the corner. He walks over to it. We see Fred looking at his shoes as he stops beside it. Then takes a few steps to the side.

Fred gasps as Wes picks up the mattress and throws it against the wall, so he can look down at her through the frame.

Wes: Why do you make me do this?

Fred whimpers as Wes pulls her out from under the bed by her neck and pushes her up against the wall. Wes leans in to kiss her - only to draw back in pain as Fred buries a nail in his shoulder and knees him in the crotch.

Wes hunches over in pain and Fred runs out of the room.

An airplane is slowly taxiing down the dark runway. Cordy comes out from behind the nose of a private plane and walks up to where Billy is standing on the tarmac with his back towards her.

Cordy: Billy?

Billy turns: Yes? - Do I know you?

Cordy: Not exactly. I thought we should meet. I'm the woman Wolfram and Hart tortured to get you out of your fire cell.

Billy: Oh, I see. - And you're here to whine. Poor, helpless, battered woman who needs to vent her feelings about the injustice of it all.

Cordy: No, ass-wipe.

Cordy pushes the tazer up against Billy stomach and he collapses gasping to the ground. He looks up to see Cordy aiming a crossbow at him.

Cordy: I'm here to send you back.

Fred is quietly hurrying down a dark hallway in the Hyperion.

Wes: I'm still here!

Fred stops and slowly turns to look behind her. Wes is standing at the other end of the hall.

Wes: I don't run away like a girl. I see things through.

Fred takes off running and Wes walks after her. Wes sees Fred running up the stairs and turns to hurry down the hall away from the stairs Fred took.

Fred runs down another hallway. She stumbles and falls to her hands and knees. Rolls over to look behind her. Backs off on all fours, then gets up, turning to run - straight into Gunn, who puts a hand over her mouth to keep her from screaming.

Gunn: Shh.

Gunn takes his hand from Fred's mouth, puts an arm around her and pulls around a corner.

Cordy is standing over Billy at the airport. Billy slowly picks himself back up, never taking his eyes off her.

Billy: You think I hate you because you're a woman. I don't.

Cordy: Gee, and I was feeling special.

Billy: I don't hate women. I mean, sure, you're all whores who sell yourselves for money and prestige, but men are just as bad. Maybe even worse. They're willing to throw away careers or families, or even lives for what's under your skirt!

Cordy: I'm wearing pants.

Billy: So, you can dress like a man, talk like a man? (Smiles) Does that make you feel superior?

Cordy: Actually, I'm feeling superior because I have an arrow pointed at your jugular. - And the irony of using a phallic shaped weapon? Not lost on me.

Billy: You don't have the nerve to do it.

Cordy takes a step closer, so the tip of the arrow is almost up against Billy's throat.

Cordy: Wrong again.

Suddenly the crossbow is being pushed away and Angel steps between them, pushing Cordy away.

Angel: I can't let you do it, Cordelia.

Billy: You saved me again! I knew that you would.

Cordy: Angel, you know what he is!

Angel: Yeah, I do. Which is why I'm gonna waste this piece of garbage myself.

Angel turns to hit Billy, but Cordy catches a hold of his arm and holds him back.

Cordy: Angel! (He turns to look back at her) He can't hurt me.

Angel turns away from Cordy, trying to pull his arm free, and Billy takes a hold of Angel's face with both of his hands, stares into Angel's eyes.

Billy: No, I won't hurt her. *I* won't hurt her at all!

Angel pushes Billy away from him and we see the imprints from Billy's hands on Angel's face their bright red glow slowly fading as Angel takes few quick breaths.

Billy and Cordy stare at Angel. Angel glances back towards Cordy.


Gunn and Fred are hurrying down a dimly lit hallway in the Hyperion. Gunn tries a door. It's locked. The next one is open and he hurries inside.

Gunn: Here.

Fred follows him in and Gunn locks the door, then pushes a dresser in front of it.

Gunn: Now, what the hell happened to Wesley?

Gunn picks up a nightstand and sets it on top of the dresser.

Fred: Somehow he got infected. All I can figure it happened while he was working with Billy's blood from the handprint.

Gunn: You mean, that - that fingerprinty-looking handprint downstairs is Billy's blood? (Fred nods) So you're saying that Wes turned into a psycho killer because of that bloody handprint that - I picked up and looked at?

Fred: When you put it that way, it kinda worries me.

Gunn pulls the nightstand back off the dresser and starts to pull it away from the door.

Gunn: I better get out of here. Lock the door behind me.

Something crashes against the door from outside, drawing a little scream from Fred. Gunn quickly pushes the dresser back up against the door.

Wes is outside swinging his ax against the door.

Gunn: Well, uh - maybe we go to plan 'B.'

Wes swings his ax at the door again.

Fred takes a step back and lets out a scream when one of her feet breaks through the floorboards. Gunn catches a hold of her before she can fall and pulls her away from that part of the floor.

Wes hacks at the door.

Fred, clinging to Gunn: Oh, god.

Wes hacks at the door.

Fred: You know when you said we go to plan B? What's plan B?

Gunn: Ah - plan B - (lets go of Fred and looks around the room) Ah - plan B...

Fred: Charles...?

Gunn spins around to face her: Plan B is the plan where if you don't stop whining I bash in your... (Stops, his eyes going wide) Oh, god.

Angel is standing in the middle between Billy and Cordy. He starts to inch back towards Cordy.

Angel: Cordy, get out of here.

Cordy: No.

Angel: Cordelia?

Cordy: I can't.

Angel turns to look at her: GET OUT!

Cordy jumps a little, but doesn't budge.

Cordy: Angel - you can fight this!

Billy steps closer to Angel: Don't fight it - feel it! You can, can't you? All that rage, all that hatred bubbling to the surface? (Conversationally) I actually never done this to a vampire. Should be pretty entertaining.

Angel to Cordy: Please - go.

Cordy: I can't. I have this problem. This is happening to you because of me. Because of *me.* So, I can't leave you - Angel - I won't.

Angel: You think that's your problem? - That's not your problem. - You know what your real problem is? (Cordy backs up just a little) Guys like him!

With that Angel spins around and hits Billy full force sending him flying to the ground. Cordy slowly lowers her hand that she had put up to shield herself from the expected blow.

Angel to Billy: 'cause you got no power over me.

Billy and Angel start to fight, as Cordy lets out a relieved breath.

Gunn picks up a chair and smashes it against the wall, breaking it to pieces.

Fred: Charles, you're scaring me!

She jumps back with a little scream as Gunn comes at her with a chair leg in his hand.

Gunn: Take this and knock me out. Knock me out!

Fred: You want me to hit you?

Gunn hands her the leg: Yes!

Fred: I can't!

Gunn: You might want to.

Wes hacks at the door.

Gunn: HIT ME!

Fred: Charles, please...

Gunn, mocking: Charles, please. - Fine. Then give it back to me so I can smash your *stupid* head with it. Gimme the damn chair leg!

Fred hauls back and brains him. Gunn drops to his knees but isn't out.

Gunn: You're gonna pay for that.

Fred hits him again and he lands facedown on the floor and doesn't move any more.

Fred throws the chair leg aside, then jumps as Wes ax cracks through the door behind her.

Angel and Billy are fighting. Angel tosses Billy through the air. Billy rolls as he hits then comes up on all fours. He smashes both hands hard against the ground. A shock wave radiates out from his hands then returns to them as a crack appears in the ground between them. Both hands begin to glow a bright red. The red leaves his hands, flashes up his arms and Billy's eyes flash yellow.

When Angel comes back at him, he tosses him like a toy. Billy is now pretty clearly the stronger of the two.

Cordy sees her crossbow lying on the ground. She picks it up and aims it at the combatants, but Angel and Billy change positions so often that she never has a clear shot.

Angel manages to toss Billy away from him and Cordy's finger tightens on the trigger. Gun shots ring out and Billy jerks where he is squatting on all fours, then drops to the ground and doesn't move anymore.

Cordy lowers her crossbow and looks around to see Lilah lowering her pistol.

Angel looks from Lilah to Billy. Lets out a breath. Lilah looks at Angel, then turns and walks away.

Cordy looks over at Angel.

Wes is pushing against the door, forcing the dresser back inch by inch.

Wes enters the room. Sees Gunn lying unconscious on the floor.

Wes: Would you like to hear my theory, Fred? - It's about how stupid you are. - I believe that after five years of living in a cave - you'll instinctively retreat to small dark places, rather than run outside where you'd be safe.

The floor creaks beneath his feet and Wes looks down at the tarp covering the area in front of him. He walks around the tarp to a closet.

Wes: Let's finish this.

He pulls the closet door open - only to see in the mirror on the inside of the door that Fred is standing behind him.

Fred: I'm sorry, Wesley.

Wes looks at her: You're sorry?

Fred: You were right about me liking dark places to hide in.

Wes raises his ax and slowly walks towards her.

Fred: But you forgot I also like to build things.

Fred pulls on a rope. A fire extinguisher swings free and hits Wes, knocking him back onto the tarp. He falls through the place in the floor that broke under Fred's weight earlier.

Fred walks up to the hole and looks down at Wes, lying sprawled unconscious in the room below.

Day. The Hyperion. Cordy and Angel are back in the basement training.

Cordy: I don't get it.

Angel: I don't get it either.

Cordy: I mean, you're a man.

Angel and Cordy are moving side by side through the same sword exercise.

Cordy: So why didn't Billy's touch affect you?

Angel: Well, maybe because - I'm not human.

Cordy chuckles: Oh, right. And a *vampire* could never be turned into a monster.

Angel: Well, that thing that Billy brought out in others? - The hatred and anger... (reach the end of the sequence) that's something I lost a long time ago.

Cordy: Even when you were evil?

Angel: I never hated my victims, I never killed out of anger, it was always about the - pain and the pleasure.

Cordy: Huh. - So I guess you could say that your demoness makes less petty than humans. Almost noble - I mean, in a twisted, dark and *really* disturbing kind of way.

They get into position to start another set.

Angel: Thanks.

Cordy: Hm-mm. (They start the set) It's weird!

Angel: What is?

Cordy: I'm starting to get used to being creeped out and comforted at the same time.

Angel: I get that.

They smile at each other before continuing with the set.

Wes is sitting in his dark apartment staring at the sun shining in through one of the windows. He doesn't move when someone knocks at the door.

Fred's voice: Wesley? - Wesley, it's me, Fred.

Wes turns his head a little. After a beat he gets up and walks slowly over to open the door.

Fred sees the bruise on the side of Wes face.

Fred: Oh - does that hurt?

She lifts a hand towards his face, but Wes leans away, not looking at her.

Fred sighs and puts her hand down.

Fred: Sorry. - I left a bunch of messages.

Wes: Yes. I meant to call you back. I'm sorry. (Looks at her and whispers) I'm *so* sorry.

Fred: Wesley, you gotta come back to work.

Wes: How can I?

Fred: What do you mean? How can you not? You're the boss. We need you. - You took a few days off. That's good. We all did. - But now it's time to come back.

Wes quietly: Fred, I tried to kill you.

Fred smiles and shakes her head: That wasn't you.

Wes: How can you know that? Something inside me was forced to the surface. Something primal, something...

Fred: Do you wanna kill me?

Wes: Oh, God, no.

Fred: It wasn't something in you, Wesley. It was something that was done to you.

Wes: I don't know what kind of man I am anymore.

Fred: Well, I do. - You're a good man. - Will I see you back at the office?

Wes: Yeah.

Fred: Good.

Fred slowly walks out and Wes closes the door behind her and begins to cry.

Fred stops in the hallway and turns back as she hears sounds of Wesley weeping. She hesitates for a moment, takes a step back towards his door, then turns around and leaves.

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