Sunnydale After Dark
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Written By: Steven S. DeKnight, Elizabeth Craft, and Sarah Fain
Directed By: James A. Contner

This episode originally aired on March 12, 2003

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WESLEY (V.O.) Previously on Angel:

1 EXT. SKY TEMPLE CLUB ON KIMBALL BUILDING ROOF - NIGHT The Beast kneels on one knee, punching the floor at the center of his human square, sending a trail of fire out along the floor in the shape of the Eye of Fire symbol. A shock wave emanates from the area, knocking everyone back a few feet. The fire is tall now, taller than the beast. The Beast leaps straight up into the sky, riding the fire that he created.

CORDELIA (V.O.) The rain of fire, even blotting out the sun—those were only the first steps to something bigger.

Cut to:

2 EXT. STREET BEHIND CONNOR'S PLACE - DAY The sun becomes blocked out by black magic.

Cut to:

3 EXT. STREET BEHIND CONNOR'S PLACE - DAY Cordelia and Connor are waiting anxiously by the car. Angel and crew come out of the building, and Cordelia runs to them.

WESLEY We need Angelus.

Cut to:

4 INT. BASEMENT AT HOTEL/ANGEL INVESTIGATIONS The shaman puts his hand on Angel's head, closes his eyes, and when the shaman's eyes open again, they're red.

Cut to:

5 INT. BASEMENT AT HOTEL / ANGEL INVESTIGATIONS Angelus is sitting inside the cage.

CORDELIA (V.O.) Angelus.

Cut to:

6 INT. BASEMENT AT HOTEL/ANGEL INVESTIGATIONS Gunn, Cordelia, Connor and Fred are in the basement talking, guarding Angelus in the cage.

ANGELUS There's something bigger. Something worse. The Beast has a boss.

Cut to:

7 INT. CAVE In a triangular shaped room lit dimly with two torches, the Beast prays.

Cut to:

8 INT. CORRIDOR IN HOTEL/ANGEL INVESTIGATIONS Angelus is stalking Lilah in the hotel.

FRED (V.O.) Angelus has escaped.

Cut to:

9 INT. CORRIDOR IN HOTEL/ANGEL INVESTIGATIONS Lilah's running away as fast as her wounded body will take her, but someone grabs her by the throat from one of the rooms, and pushes her into the doorjamb. It's Cordelia.

LILAH He's gonna kill us.

CORDELIA I know. (stabs Lilah in the neck with the knife from the Beast's offering; Lilah collapses, falls to the ground) Why do you think I let him out? (smiles)

Cut to:

10 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS Wesley's talking to the AI gang.

WESLEY We get rid of Angelus, then what? We still have a beast we don't know how to kill. We know it's working for something much worse, but we don't know what it is. We're caught in the middle of a maelstrom, and we can't get out without our champion. We're gonna save Angel, and I know who we need to help us do it.

Cut to:

11 EXT. PRISON EXERCISE YARD - DAY The gate buzzes, and Faith walks out into the yard.

Cut to:

12 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS Wesley and Faith walk in through the front doors.

WESLEY This is Faith, the vampire slayer.

FAITH (in Connor's face) If Angelus needs putting down, I'll be the one to do it, not you.

13 INT. WAREHOUSE Faith is standing between Angelus and the Beast.

BEAST What is this, Angelus?

ANGELUS She's here to seriously mess up you and your boss's plans.

Faith punches the Beast everywhere she can think of, but to no avail. He punches her once, sending her 10 feet backward crashing into the side of a crate. Faith tries to crawl away, but the Beast walks up to her. Faith's whimpering in pain.

BEAST You are weak. You're nothing. You could not even defeat me.

ANGELUS (stands to the side of the Beast) Ain't that the truth. (pulls out the knife used to kill Lilah and stabs the Beast in the back with the knife)

The Beast can't reach the knife to pull it out. It screams in agony as the wound starts to glow yellow. The wound glows brighter and brighter, consuming the Beast. Bright light shoots up from its body toward the sky.

ANGELUS (looks outside, rolls his eyes) You mean, killing the Beast really does bring back the sun? (Faith stands and swings a heavy hook and chain toward Angelus, but it goes right by him as he dodges it easily) Ooh, swing and a miss, slugger. Sorry, but— (the hook and chain break through a dirty window to allow sunlight into the room; Faith's sitting in the sunlight; Angelus ducks for cover; glaring at Faith) I guess we'll just have to take a rain check on that whole eviscerating you thing.

Cut to:

14 INT. CORDELIA'S ROOM AT HOTEL / ANGEL INVESTIGATIONS - DAY Connor bursts into Cordelia's room, giddy. Cordelia's staring out the window.

CORDELIA (sits on the bed; he sits beside her) I don't know how, uh...

CONNOR What?

CORDELIA We're having a baby.

Fade to black.

The Start Of Episode

Prologue:

15 INT. WESLEY'S APARTMENT - NIGHT The camera sits at foot level as Wesley walks into his apartment.

WESLEY Sit here.

The person he's talking to walks painfully forward, struggling with each small scuffle of her shoes. Blood drips on the floor. Pan up to show it's Faith standing there, beaten, bloody, and exhausted. Her face is bloody and bruised.

WESLEY (brushing Faith's hair away from her bruised jaw) Hold this. (presses a cold-pack to her jaw) I'll get bandages. (walks away)

FAITH No trauma. I'm good.

WESLEY (turns to look at her) You were nearly killed.

FAITH I could use a shower.

WESLEY (gestures widely toward the bathroom door) Of course. (Faith staggers toward the bathroom) Faith, are you sure you're OK?

FAITH (stops walking a moment, tries to lick the blood off her lips) A little sticky.

Faith hands Wesley the ice pack and walks away toward the shower taking off her jean jacket.

Cut to:

16 INT. BATHROOM AT WESLEY'S APARTMENT - NIGHT Again at foot-level, the camera shows Faith walking into the bathroom, and dropping her jacket loosely to the floor. Pan up to show her looking in the mirror at her bloodied and beaten face. She takes off her boots then slips off her shirt to reveal a severely battered body. In places, she has bloody gashes and scrapes, in others, only bruises. She unhooks her black bra, unbuckles her belt, and drops her jeans to the ground.

Standing painfully on tiptoes, she opens the shower door and walks in with bloody, beaten legs. She turns the hot water knob only and stands tentatively under the shower nozzle, leaning into the water slightly so only her face is being washed. The tiny jets of hot water seem soothing as she turns her face from side to side, letting the water pour down over her. Blood is streaking down her body, her legs. Weakly, she pushes her hair aside to let the water rinse the dried blood off her cheek.

In utter exhaustion, she stares through the shower stream in front of her. Suddenly, she punches the wall in front of her, knocking a dent in the tiles. Then she punches the wall again and again, more and more rapidly and ferociously. Still pounding the tiles, she punches and screams as she pummels the wall into bits, destroying it as the shattered pieces fall to the ground.

The screaming stops as she gathers her composure. Faith pushes her hair back out of her face and tries to catch her breath, staring through the shower spray at the wall in front of her. Finally, she shuts her eyes and steps fully under the shower into the water.

Cut to:

17 INT. DEMON BAR - NIGHT A bartender prepares a beer glass full of blood for the cocktail waitress who then carries it over to Angelus. Angelus is sitting at a table talking to a couple of vampires.

VAMPIRE WAITRESS Compliments of the lady. (gestures to a lady at the bar who raises her glass toward Angelus)

ANGELUS (looks at the lady at the bar, then back to his friends) Yeah, as if. Anyway, I couldn't believe how easy it was luring the slayer into my little welcome home from prison party.

VAMPIRE LACKEY #1 Wish I could have been there when she saw the Beast.

ANGELUS The guy wasn't gonna win any personality contests, but he put on a good show. Slapped her around real nice.

VAMPIRE LACKEY #2 Like a little bunny?

ANGELUS Bloody, whimpering bunny. (everyone laughs) Once she was tenderized, I gave Rocko the shaft. Never saw it coming, dumb ass.

DEMON (sitting at the bar, says under his breath) Yeah, soul-boy. Nice job, bringing the sun back.

Angelus overhears the demon at the bar. He smirks and the other vampires at the table are frozen in fear. Angelus stands and goes up to the demon. The demon turns to look at Angelus

DEMON (nervously) Oh, hey, Angelus. Buy you a warm one?

ANGELUS (puts a hand on the demon's shoulder) Maybe after.

DEMON After what?

ANGELUS After I rip out your windpipe so it stops making that annoying talky sound.

DEMON Wait! I have a condition. Whoop! Goh, boy! Dirty bitch! Tourettes. You've heard of it, right?

ANGELUS Yeah, causes uncontrollable impulses...like yanking out throats. (squeezes on the demon's throat)

DEMON (writhing) Oh! oh oh... (choking)

Suddenly Angelus hears a mysterious imposing, echoy voice.

MYSTERIOUS VOICE (O.S.) Hello, Angelus. It's time we had that talk.

Fade to black.

Opening credits.

ACT I:

18 INT. DEMON BAR - NIGHT Resume. Angelus is still choking the demon, but talking to the mysterious voice he heard.

ANGELUS Where are you?

DEMON Wherever you want me to be, buddy.

MYSTERIOUS VOICE (O.S.) I'm where it's warm and soft.

ANGELUS (lets the demon go, starts walking around the bar) Hide and seek, huh? OK, I'll play.

MYSTERIOUS VOICE (O.S.) Playtime's over. You've been a bad boy. Killed my favorite pet.

ANGELUS Thought that might get your attention. (realizes everyone in the bar is staring at him)

BEASTMASTER / MYSTERIOUS VOICE (O.S.) Initiative. I like that, but you needn't have bothered. (Angelus walks out of the bar into a back room) I've had my eyes on you for some time.

The back room is where some of the seedier activities are going on . Vampires are feeding off of humans and people are getting high.

DRUGGED GIRL (puts her arms around Angelus) Hey, baby, how 'bout a kiss? (he pushes her away)

ANGELUS You like to watch, huh?

BEASTMASTER (O.S.) One of the many things we have in common.

ANGELUS Oh, I don't know about that. I'm more of a hands-on kind of a guy. (to a vampire who's feeding off of a woman) You, scram. (picks him up and throws the vampire out; then to the voice) OK, come on. You got a pair, or the wind you're blowing up my tailpipe is all you can muster? Hey, here's a kooky idea. Now that I've killed your little pet rock, how 'bout a little face-to-face, huh? Assuming that you've got one.

BEASTMASTER (O.S.) Don't worry. (flash to show white-eyed Cordelia in her room at the hotel saying what Angelus is hearing) We'll meet when you're ready.

ANGELUS Come on. Why the stalling? You whipped up a rain of fire, blotted out the sun, earthquakes...all to maneuver the Brady Bunch into releasing Angel's inner me. Don't you wanna kick the tires?

BEASTMASTER (O.S.) (as Cordelia speaks, she's holding a glowing orange crystal in the palm of her hand) So beautifully vain, but the whirlwind doesn't always revolve around you. Destruction sometimes is its own reward.

ANGELUS Hey, man, you're preaching to the guy who ate the choir. Wait, it was you, wasn't it? You pulled just the wrong strings to make them think it was their idea. Got 'em to yank that white, fluffy soul, and stuff it in a jar, and then gone, baby, gone.

BEASTMASTER (O.S.) Couldn't risk them putting it back in you. I have wonderful plans for you, my sweet boy.

ANGELUS Um, yeah, but the thing is, as far as plans go, I make my own. So, you know, thanks for stopping by my head. (walks away)

BEASTMASTER (O.S.) You would dare to defy me?

ANGELUS Defy who? A big scary voice? Whoa! Hey, I got one of those, too. You wanna hear it? (cups his hands over his mouth) You can kiss my vampire ass! (talking normal again) That do anything for ya?

Cut to:

19 INT. CORDELIA'S ROOM AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Cordelia's sitting on her bed, holding the crystal, when Connor knocks on her door and enters. Cordelia quickly closes her hand over the crystal and closes her eyes as he walks in the room. When she opens her eyes again, they're normal.

CONNOR Hey. Brought you another blanket. (unfolds it) Gotta keep warm. (sits on the bed beside Cordelia) You OK?

CORDELIA (panting) Just a little woozy. Could be the whole Angelus-nailing-me-with-a-crossbow thingy. (Connor puts a pillow behind her head) Or it could be the baby. His way of saying—

Cut to:

20 INT. BACK ROOM AT DEMON BAR - NIGHT Angelus is walking around, talking to the ceiling.

ANGELUS (peeved) Hello! Hey, I got places to go, friends to kill—well, not actually my friends, but you get the idea. You got any more bluster you want to blow up there? That's what I thought.

DRUGGED VAMP Dude, whatever you're on...I'll give you the girl for a gram.

Cut to:

21 INT. CORDELIA'S ROOM AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Cordelia's lying down on the bed, and Connor's sitting beside her stroking her hair tenderly.

CORDELIA You sure Faith's all right?

CONNOR Yeah, when Wesley called, he said she was hurt pretty bad, but she's a slayer. They're really strong, right?

CORDELIA For a human. God, I can't believe Angelus killed the Beast.

CONNOR He fought dirty.

CORDELIA Maybe this means we did the right thing, bringing Angelus back.

CONNOR Right. (sits up, looks away) He's a real hero.

CORDELIA (sits up, looks into Connor's eyes) Connor, Angelus cannot fight his true nature. It's who he is. But by killing the Beast, he's made the world a little safer...for our family. You didn't have that the first time around, but now you will.

CONNOR I won't ever let anything hurt you—either of you.

CORDELIA I know you won't, (touches Connor's face) but just remember, this is ours. Nobody else needs to know how lucky we are.

CONNOR (looks away) Are you ashamed of me?

CORDELIA What? No.

CONNOR Then why don't you want to tell 'em?

CORDELIA Because they wouldn't understand. Our baby is growing so fast, it would scare them. And that fear might make them want to kill it, like they wanted to kill you. But trust me, Connor. It won't be too long. They're all gonna know what's growing inside of me.

Cut to:

22 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Gunn hands out loaded tranquilizer guns to Fred and Lorne and takes one for himself.

GUNN Meet your new best friend. If super-bad shows up, the sanctuary spell should keep us safe, but—

FRED But? There's always a "but." When this is over, can we have a big "but" moratorium?

LORNE (frowning, staring at the gun) Did I mention that the only shots I'm good at involve Tequila?

FRED You don't think Angelus is planning a repeat performance, do you? I—I mean, he's gotta know we'd be prepared.

GUNN Doesn't mean we drop our guard. If he pops a fang in here, thwack him where it hurts.

LORNE Yeah, good night not-so-sweet prince.

GUNN I'm gonna recheck downstairs, make sure he can't creep in through any of the sewer tunnels.

FRED Yeah, if Lilah managed to break and enter— (startled, she draws her gun on Connor, who's just come down the stairs)

CONNOR Thought you were more of a Taser girl.

FRED Sorry, I...

GUNN How's Cordy?

CONNOR You know. Tired, I guess.

FRED (walks toward the stairs) Maybe I should stop up and che—

CONNOR (stops Fred) No. She doesn't want to see anyone yet. She just wanted some... soup. Really hot soup. (walks away)

LORNE Odd bird. And getting birdier.

FRED You don't think he and Cordy are still...

LORNE Could be the love bug, but I'm not picking up warm fuzzies. Whatever it is, I just can't get a good read on it.

GUNN Not much of the warm or the fuzzies going on these days. Why should they be any different.

FRED He's probably just upset about Faith benching him. Anybody else think maybe that was a humongous mistake?

LORNE Not unless we want to get Angel back in anything other than a dustpan.

GUNN Connor's better off playing nursemaid, or whatever he's doing with Cordy that I really don't want to know about.

FRED Yeah, but Wes said Faith kind of got demolished. She's supposed to be our best chance of getting Angel back, but what if she's not up to it?

Cut to:

23 INT. WESLEY'S APARTMENT - NIGHT Showered and dressed, Faith comes out of the bathroom into the living room where Wes is packing up a case of vials and needles.

FAITH Squeaky clean. Let's blow. (Wesley just stares at her; Faith shrugs) Right. Uh, sorry about your bathroom. Come on, let's do it.

WESLEY I'm not worried about the bathroom. (stands) Although I'm fairly sure my security deposit's a complete loss. I need to know you're in the game, Faith. All the way.

FAITH (grabs her duffel bag, looks into Wesley's eyes) Five by five, boss.

Cut to:

24 INT. OFFICE AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Fred's researching in the office.

FRED If I were a Runic transcription guide, (walks to the bookcase, searches) I would be...(finds the book) shelved wrong.

ANGELUS Talking to yourself, Fred? (she turns to see Angelus standing in the door to her office) A lot of that going around.

FRED You can't hurt me. We did a no-demon-violence thingy.

ANGELUS Oh, the sanctuary spell. Shucks. Oh, wait a minute. I think I— (pulls a charm out of his pocket, twirls it as he walks toward Fred) Oh, yeah, kinda thought you pesky P.I.'s would be humming that old tune, so I picked up a little something'-something'... let's me be as demony as I wanna be.

FRED I don't believe you.

ANGELUS (takes the book out of Fred's hand, presses her back to the wall, and slams the book against the wall behind her) How 'bout now?

FRED What do you want?

ANGELUS Maybe I just miss you. Well, since you brought it up, let's talk Beastmaster. Whaddaya got?

FRED (shakes her head) Nothing.

ANGELUS Come on, Fred. (looks at the papers on her desk) All this raw material. Brainiac like you. You must have a theory.

FRED If I did, you're the last person I'd tell.

ANGELUS Well, all right then. (puts the book down and walks over to the desk) I guess I'll figure it out myself, huh? Let's see. (gathers up the papers from her desk) I'll take these. (takes a book from the desk) And this. Thanks for nothing.

FRED I do know one thing. You're out of your league. What you're up against—he'll make you its bitch just like the Beast. So, if you're gonna kill me, get it over with. (looks at Angelus's charm) Made in China?

Fred smashes a glass pitcher over Angelus's head, then grabs her tranq gun. She shoots at Angelus, but he ducks and the dart goes into the wall behind him. He rolls on the floor toward the door and runs out of the office, with Fred in pursuit.

Cut to:

25 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Fred runs out into the lobby, chasing Angelus with a tranq gun in her hand. Fred aims the gun just as Angelus runs past Lorne, but she misses, and the dart goes into Lorne, who promptly passes out.

FRED Lorne!

Angelus leaps up to the balcony in one smooth motion. Fred shoots at him again, but he blocks the shot with the book he took from her office.

ANGELUS Can't beat a good book. (Fred pulls the trigger again, but her gun is empty; Angelus grins) Too bad. I was just starting to have fun.

CONNOR (on the balcony beside Angelus) Why stop now?

Connor lunges at Angelus, but a force field blocks and repels him, sending him over the balcony ledge. He lands on the lobby floor. Fred runs to his side.

FRED Connor!

ANGELUS (looks over at Connor) Well, isn't that interesting.

Fade to black.

ACT II:

26 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Angelus leaps down to the lobby from the balcony. He pulls the dart out of the book, throws it on the floor in front of Fred.

ANGELUS Nice try, Fred. You think about how close you came to stopping me when I'm slaughtering all your friends. (walks out of the lobby)

Cut to:

27 EXT. GARDEN AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Faith and Wesley are walking through the garden on their way to the front doors of the lobby.

FAITH We track him, we find him, we—

ANGELUS (walks out of the front doors) Get your asses kicked? I dunno, wild guess.

Faith kicks Angelus, and they start to fight. Wesley's aiming a dart gun at Angelus, but Angelus pushes Faith into Wesley, knocking the gun from Wes's hands. It lands in the bushes. Angelus grabs the unarmed Wesley by the throat and looks at Faith.

ANGELUS Sucky spell, huh? You think it'd at least go to the sidewalk.

FAITH Let him go. This is between you and me.

ANGELUS It's never just between you and me, Faith. Wes'll always be in the middle. (Faith stares at Angelus and Wesley) That's it. Do the math. Can you get to me before I snap his neck? You still that fast? Wes is just dying to find out, aren't you, Wes?

WESLEY Do it.

ANGELUS That's it. Come on. Do it. Take your shot, and save the world. Come on. What're you waiting for? It's all about choices, Faith. The ones we make, and the ones we don't. Oh, and the consequences. Those are always fun. (squeezes Wes's neck harder) Don't worry about good old Wes. What's one more body to us? Come on, where's my girl?

GUNN (runs out into the garden) Faith! (throws a gun to Faith, points his own gun at Angelus)

Angelus lets Wesley go and runs away. Faith shoots and misses twice before Angelus is gone. While Gunn goes to follow Angelus, Faith goes to Wesley's aid.

WESLEY Go! (Faith gets up and goes to Gunn's side)

GUNN (looking down the street) He's gone.

Cut to:

28 INT. CORDELIA'S ROOM AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Connor bursts into Cordelia's room.

CONNOR Cordy. Cordy!

Cordelia's room is empty. There's a flushing noise from her bathroom. Cordelia walks out, holding a towel to her mouth.

CORDELIA What?

CONNOR Are you OK?

CORDELIA Sure. Except for the morning sickness that can't tell time.

CONNOR Good. I mean, that you're OK.

CORDELIA Why wouldn't I be?

CONNOR Angelus. He was here again.

CORDELIA Excuse me? He was?

CONNOR Downstairs. He caught Fred alone. Used a fake charm. Fooled her long enough to take everything we had on whoever the Beast was working for. (sits on the edge of the bed)

CORDELIA That son of a bi...

CONNOR He nearly killed Wesley outside the hotel, but Gunn and Faith chased him off.

CORDELIA Yay for our side.

CONNOR Lilah's book, that stuff from Lorne's head—why does he want all that?

CORDELIA I don't know, but whatever Angelus is up to, I'm thinking it can't be good.

CONNOR Just lucky no one got hurt this time.

CORDELIA So, the sanctuary spell held up. No demon violence in the hotel?

CONNOR Yeah, it worked.

Cut to:

29 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Lorne's sleeping on a couch in the lobby. Faith and Wesley are also in the lobby. Gunn and Fred are talking behind the front desk.

GUNN All I'm saying is, he tries dancing in here and pulling a Dark Shadows again, he's gonna get a dart up his evil ass.

FRED Well, his ass moves pretty quick. He got the book and the Wolfram and Hart papers.

GUNN Not your fault.

FRED Bet they think it was. (looks over at Wesley and Faith)

GUNN Like they were any help.

FRED Super girl wouldn't have fallen for a cheap hunk of crap like this.

GUNN I'm just glad it was. If anything happened to you...

FRED Charles, can we maybe—

Wes cocks a shotgun. Fred stands.

FAITH What're you doing with that?

WESLEY Changing the game.

FAITH I thought we weren't going for the kill.

WESLEY We're not, but if we get another chance, I want slow him down long enough to tranq him.

Fred and Gunn walk up to Faith and Wesley.

FRED By blowing his legs off?

GUNN You want some help with that?

WESLEY No. I need someone I trust to watch the hotel. Someone who can actually hurt Angelus. (Fred stares wide-eyed at Wes, seeming to take offense)

GUNN Oh, I'm all over that.

WESLEY (to Fred) Be careful. Next time he shows up, he might be packing the real thing. (Faith and Wesley walk out)

Cut to:

30 EXT. GARDEN AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Faith and Wesley walk out the front doors and down the stairs into the garden.

FAITH Start with a perimeter sweep. I'll take point. Stay frosty. If he's still in the area—

WESLEY You'll let him escape again?

FAITH (rolls her eyes) This coming from the boy hostage?

WESLEY Angelus was right. You should have gone for him.

FAITH He would have killed you.

WESLEY And how many will he have the chance to murder now because you let that make a difference? Angelus is an animal. The only way to defeat him is to be just as vicious as he is.

Cut to:

31 INT. OCCULT BOOKSTORE - NIGHT Pan across the room. There's a sign reading "Aura Readings" on a table with incense sticks. A fire burns brightly in the hearth. Wearing reading glasses, Angelus sits by the fire, reading through the papers and book he took from Fred. He takes off his glasses and throws them at the shopkeeper that's lying on the floor. Terrified, the shopkeeper tries to back away.

ANGELUS These aren't helping. (stands, walks toward the shopkeeper) Half of this crap is written in some archaic proto-demon-cuneiform, (throws the book) and I don't want to be rude, but I think the other half they just doodled. (bends down to the shopkeeper, stabs him) Now, don't make me puncture the other one, Reg. I just want to get some intel on this Beastmaster fellow. I mean, this is an occult shop, right? Like, your job is to help me.

SHOPKEEPER I...don't...know—

ANGELUS (points in the shopkeeper's face) Sure you do. Has a penchant for rains of fire, blotting out the sun, (punches the shopkeeper) getting... (punches him again) inside.... (punch) your... (punch) head—

BEASTMASTER (O.S.) Angelus!

ANGELUS (stands, holds his hands to his ears) Hello, volume!

BEASTMASTER (O.S.) I am not well pleased!

ANGELUS I am not well deaf.

BEASTMASTER (O.S.) Do you think me blind, little man? That I don't see every move before you decide to make it? Dare to seek me out again, and your insolence will be punished ten-fold.

ANGELUS Yeah, what're you gonna do, huh? Give me a migraine? (chuckles) You ethereal types with your big, swinging omniscience. When push comes to shove, though, you gotta send some overgrown slag-heap to do your dirty work. Ooh, that's real spooky. (looks at the empty floor where the shopkeeper was) Oh, that's great! You made me lose my shopkeeper.

BEASTMASTER (O.S.) This isn't the way, my sweet. We should be friends, you and I.

ANGELUS No, and I'll tell you why. One, because, you know, I'm evil, so—the friends thing—that's out. And two, if I did have any friends, they sure as hell wouldn't be living inside my head.

BEASTMASTER (O.S.) Like you're forced to live inside Angel's? (chuckles) Because you're the voice in there, aren't you? Just beneath the surface, buried under all that goodness, fully conscious, fully aware, but trapped. Unable to move or speak, powerless to act on your desires. So thirsty, so helpless...it must be agony.

ANGELUS I'm getting real bored with this game. (walks away)

BEASTMASTER (O.S.) Then how 'bout a round of show-and-tell? (Angelus stops) Soul, soul, who has your soul? (the jar containing Angel's soul appears on a table in front of Angelus) Oh, right. Me.

Angelus lunges for the jar and tries to grab it, but his hands go right through it like it was a mirage.

ANGELUS More smoke and mirrors?

BEASTMASTER (O.S.) Only a glamour, yes, but I assure you, my sweet, this very moment I hold the real thing in the palms of my very corporeal hands, and I will restore it if you don't behave. I'll put you back in your box, Angelus, and bury you so far inside Angel, you'll never claw your way out again.

ANGELUS (looks pained, stares at the ceiling) All right. What do you want me to do... (grits his teeth) master?

Cut to:

32 INT. CORDELIA'S ROOM AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Cordelia's sitting on her bed, holding the jar that contains Angel's soul and smiling.

Fade to black.

ACT III:

33 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Fred and Gunn are loading tranquilizer guns behind the front desk.

FRED Do you really think he'll come back?

GUNN Measure twice, cut once. (tosses Fred a tranq gun)

FRED (stares at the gun in her hands) Yeah, 'cause this worked so well the first time.

GUNN Not your fault.

FRED I should have had him.

GUNN Fred, you got out of it alive, so—

FRED Because he let me. Why not? (looks down) All the little mouse could do was squeak at him.

GUNN Then next time Minnie'll take a chunk out of his cheese. (looks at her) Look, if you really think you did something wrong, don't do it again. That simple.

FRED (looks in his eyes) Is it?

GUNN Sometimes. (turns away)

FRED Don't. All we ever do is turn away.

GUNN Fred, I—

FRED I know. Whatever Wes was feeling, whatever he thought might— I should have told him it was never gonna happen. You think I don't know that?

GUNN That's not what I was gonna say.

FRED But it's what you think, isn't it? (Gunn looks away) I'm sorry.

GUNN (shakes his head) It's not about that anymore. You know that.

FRED (walks closer) All I know...is I miss you. (standing right in front of him) Can't we just go back before any of this. I just want to go back, Charles. (reaches her lips toward his) I just wanna... (they kiss)

GUNN (looks away) I, uh... I should do a sweep.

FRED Yeah.

Gunn takes a tranq gun and leaves the room. Fred stands there, arms crossed, and watches him go.

Cut to:

34 INT. DEMON BAR - NIGHT Faith is bashing a demon's head into the bar. It's the same demon Angelus was talking to earlier right before the Beastmaster started talking in his head.

DEMON Come on. I bruise easy.

FAITH (pulls the demon up) Gee, I wonder what color you'll be when I'm done. (smashes his head into the bar again)

DEMON Ow!

A vampire comes at Wesley, but Wesley aims his shotgun at the vampire.

WESLEY Let's not, shall we?

VAMPIRE A (smiles, puts his hands up) It's cool, dude. No worries.

DEMON I don't remember anything. I was drunk. I thought she was 18.

FAITH I'm gonna work real hard on the not understanding that, lumpy.

DEMON Frances. (Faith pushes the demon's head into the bar again) Ow!

VAMPIRE B Break his head open. See if there's any candy.

DEMON Hey, what do I look like, a piñata?

FAITH Ooh, let's find out. (goes to bash his head again)

DEMON Whoa, whoa, whoa! Ease off the contusion. What do you want to know?

WESLEY Where's Angelus?

DEMON Who? (Faith bashes his head on the bar again) Ow!

FAITH We've been breathing stale beer and blood half the night in piss holes like this.

WESLEY Guess where it led us.

DEMON Look, I'm telling ya, I don't know nothing. On my mother's tumor. (notices a demon sneaking up behind Wes and Faith, intending to attack them; then cockily) And even if I did, I'd never yak to a couple of fleshbags that are about to get their internal organs sucked out of their—

WESLEY (without looking, shoots behind him with the shotgun, nailing the would-be attacker in the face) Strom demon. Face should grow back. (cocks the shotgun) Eventually.

FAITH Think yours will?

DEMON Oh, that Angelus. Yeah, in here all the time running his mouth. "Look at me, I'm so evil." Real jackass. Never liked him. I'm on your side. (Faith hits the demon's head against the bar again)

WESLEY Where is he?

DEMON I don't know. I swear. He was in here earlier giving us the blah blah blah, and then he started mumbling to himself like a big pretty freak, and then...he slipped into the back.

FAITH Back where?

The demon points to the back room.

Cut to:

35 INT. BACK ROOM AT DEMON BAR - NIGHT With guns at the ready, Wesley and Faith enter the back room through a beaded curtain. Faith looks around at the drugged-out people and vampires.

FAITH What the f—

A vampire lunges at them, knocking Wesley over. The vampire chokes Faith, but she punches him out. When the vampire falls to the floor, Wesley stakes him.

FAITH You OK? (offers a hand to Wesley)

WESLEY Dandy.

Cut to:

36 INT. CORDELIA'S ROOM AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Connor's in the bathroom looking at himself in the mirror. He tries to make his nose bumpy by pressing his eyebrows together. He tries to make fangs descend by growling into the mirror. He presses the skin on his forehead to make it bumpy as he bares his teeth. He feels the tips of his teeth. Then Cordy pushes open the bathroom door, and Connor pretends he's just looking in the mirror. Cordy smiles, and Connor turns to look at her.

CORDELIA You know, most teenagers check for pimples.

CONNOR (shakes his head) I'm not— I wasn't—

CORDELIA You tried to take him, didn't you? You attacked Angelus inside the hotel and got spanked by the anti-demon spell?

CONNOR (looking down) I'm not a demon.

CORDELIA I am. At least partly. Kind of a pre-req for the visions gig.

CONNOR (walks out of the bathroom into the main part of the room) You chose that. It's not the same.

CORDELIA Why not?

CONNOR I mean, why— Why do I— Cordy, I don't even know what I am.

CORDELIA I do. You're a daddy. And daddies need to take responsibility, Connor. You need to face the fact that we're special. (touches her belly) Just like our baby's gonna be.

CONNOR (smiles at the Cordelia's belly) I'm really gonna be a father.

CORDELIA The best, and the only thing you ever have to worry about is keeping us safe. (kisses Connor) So, why don't you go back downstairs and see what's going on. I'd feel a lot better if I knew everything that was happening.

Cut to:

37 INT. BACK ROOM AT DEMON BAR - NIGHT Faith goes to the side of a woman who's nearly passed out on a couch.

FAITH Hey, I'm gonna get you out of here.

WESLEY (picks up a hypodermic syringe from the floor) Faith...

FAITH Can you walk? (looks at the girl's arm covered in track marks)

DRUGGED GIRL No, but I can fly.

FAITH (to Wes) What did they do to her?

WESLEY She did it to herself. They shoot up, the vampires feed, use 'em like a filter. I've read the effects can be quite intoxicating...for both of them.

DRUGGED GIRL (to Faith) Hey, you're pretty. You wanna make out?

FAITH (grabs the girl by the collar and pushes her roughly against the wall) There was a vampire in here earlier. Tall, dark hair— (the girl's eyes drift, but Faith grabs her face) Listen!

DRUGGED GIRL OK. God! What's your issue?

FAITH Tall, dark hair, talking to himself.

DRUGGED GIRL Let go.

FAITH (punches the girl in the face) Did you see him?

DRUGGED GIRL (crying) No, I didn't. Stop it, you're hurting me!

FAITH (looks at the girl, gets a disturbed look on her face, lets the girl go) She doesn't know anything. (walks away)

WESLEY (walks up to the girl) Maybe not. (takes out a knife and stabs the girl in the shoulder)

FAITH (the girl gasps in pain, Faith screams at Wesley) What are you doing, Wes?

WESLEY (to Faith) Shut up! (to the girl) The tracks on your arms—you've been here, what, two or three days straight? (twists the knife) Answer me!

DRUGGED GIRL Yeah, God, stop! Yes four—four days.

WESLEY Then you must've seen the vampire we're looking for.

DRUGGED GIRL Angelus, I saw him. He, uh...

WESLEY Where is he?

DRUGGED GIRL I don't know. (Wes punches her) I don't know! Please stop!

WESLEY They said he was talking to himself. What was he saying?

DRUGGED GIRL I don't know. It wa—It was like he was talking to someone else. It was all rain of fire a-and pulling strings and a soul. That's all I heard. Please stop. It hurts.

Wes pulls the knife out of the girl. Faith runs to the girl's side.

FAITH (to Wes) Have you totally lost it?

WESLEY I avoided the main arteries. She'll live, if that's what you call this. Whatever's controlling the Beast—it's made contact with Angelus. (walks out)

Cut to:

38 INT. STOREROOM BEHIND THE BAR - NIGHT Wesley walks out of the demon bar with the shotgun over his shoulder; Faith follows.

FAITH So, what? Torturing humans part of the new makeover?

WESLEY I did what I had to do because you couldn't.

FAITH I hit her.

WESLEY You think that's something new to her?

FAITH You crossed it back there, Wes. What you did back there—

WESLEY (stops walking, turns to face Faith) Oh, you have a problem with torture now? I seem to recall a time when you rather enjoyed it.

FAITH Yeah, well, it's not me anymore. You know that.

WESLEY (leans the shotgun forward) Nice to have this along, just in case. (holds the gun across his body with two hands) I remember what you did to me, Faith. The broken glass, the shallow cuts so I would remain conscious.

FAITH You think I'd hurt you again?

WESLEY This the part where you tell me you've turned a new leaf, found God, inner peace? We both know that isn't true. You haven't changed. You can't.

FAITH Wes... (throws up her hands, turns to walk away)

WESLEY Because you're sick. (Faith stops walking) You've always been sick. (Faith turns toward Wes) It goes right down to the roots rotting your soul. That's why your friends turned on you in Sunnydale, why the Watchers' Council tried to kill you. No one trusts you, Faith. You're a rabid dog who should've been put down years ago! (Faith pushes Wesley violently against the chain link fence, taking the gun from him and raising it back to hit him with it, but stops short) See, that wasn't so hard, was it? (Faith glares) It's what you'll need to beat him.

FAITH (puts the gun down, steps back) No.

WESLEY You have to be willing to take it all the way, Faith.

FAITH I can't risk killing Angel. Not after what he's done for me. There's got to be another way. (walks away)

Cut to:

39 INT. LOBBY AT HOTEL / ANGEL INVESTIGATIONS - NIGHT Lorne's lying on the couch, waking up from the after-effects of the tranquilizer dart.

LORNE (rubbing his head) Oh, smacked in the noggin with a 2x4 wrapped in velvet. Yeah, that's what it felt like.

FRED (hands Lorne a sea breeze mixed drink) I am so, so beyond sorry.

LORNE Oh, go on. It's the first good nap I've had since the apocalypse started. So what'd I miss? (sips drink)

GUNN Angelus and his usual freak show.

LORNE I see everybody still has their necks attached. The sanctuary spell must've done its thing?

GUNN (looks at Connor) Yeah, it's working.

LORNE Hey, one for the good guys.

FRED And take two away. I let Angelus walk with Lilah's book and everything Wolfram and Hart suckered out of your brain.

LORNE (frowns) I was gonna have those framed.

GUNN Vampire Moriarty strolls in waving the anti-mojo mojo. Anybody would've done the same.

LORNE He had mojo?

FRED Nojo. (dangles Angelus's fake charm) He waved this piece of junk in my face, and I went all spinal-paralysis.

LORNE (looks at the charm) Put the blame stick down, peaches. Maury's been peddling these to tourists since L.A. had cable cars, honey. It fools the Bermuda shorts off of 'em every time.

GUNN Maury?

CONNOR You know where this guy is?

LORNE Yeah, sure. He hangs his horns in a shop down on Olive. Why?

GUNN Call Wes. Now.

Cut to:

40 INT. MAURY'S OCCULT BOOKSTORE- NIGHT In a dimly lit, under-construction but beautifully architected room, Faith and Wesley wander tentatively amongst the columns and arches with guns poised.

FAITH Even if he got the fake hoodoo from this Maury guy, why would he hang around?

WESLEY He wouldn't, but this Maury that Lorne knows may be able to help us find where Angelus is hiding.

As they walk forward through the shop, they find a creature lying dead on the floor, blood seeping from his body onto papers scattered all over the ground.

ANGELUS No... (Fred and Wesley turn to look at Angelus, who's standing behind them) but I can.

Fade to black.

ACT IV:

41 INT. MAURY'S OCCULT BOOKSTORE- NIGHT Resume. Faith and Wesley turn to face Angelus.

ANGELUS A little birdie in my head told me you'd be here. Ooh. Exciting.

Faith shoots at Angelus with her dart gun but misses. Angelus kicks her in the stomach, and she goes flying back into a column. Wesley cocks the shotgun and fires a round at Angelus who ducks.

ANGELUS Gotta do better than that, Wes. (Wes shoots and misses) Come on, I'll give you one more. (Wes shoots in Angelus's face, but Angelus grabs the barrel as Wes shoots, managing to avoid being shot) Strike three. (throws Wes through a window and over a ledge; he lands 20 feet down) Uh-oh. (Faith runs away) Vampire with a gun. (Angelus shoots at Faith) I can see why he likes this thing. (Faith falls down a staircase; Angelus follows) Wow. (points the shotgun in Faith's face) You really have gone soft now, haven't you? Hey, you remember that time you tried to get Angel to kill you because you felt all weepy over being such a bad little girl. Huh? Do you still feel that way? (Faith looks away) Do you still wanna die?

FAITH (softly) No.

ANGELUS What's that?

FAITH No.

ANGELUS I can't hear you.

FAITH (yelling) No!

ANGELUS (cocks gun) Too bad, because you're gonna. (cocks gun again and again until it's empty) But not like this. (smiles)

Faith kicks the shotgun away from Angelus, then kicks at his feet. He jumps, and she gets up and starts punching him.

ANGELUS Looks like we got a live one. (Faith kicks Angelus; he punches her in the face) For now. (Angelus kicks Faith and she stumbles away) A little tired, sweetie? You wanna take a break? (Angelus kicks Faith again and again, rolling her across the floor, and she doesn't fight back) Now, this is disappointing. You never used to bleed so easy.

FAITH (on her hands and knees) Screw you.

ANGELUS Maybe after. I like my girls to lie still. (calls over to Wes) Hey, buddy, how's it goin' in there? (Wes doesn't respond) Good old Wes. Always count on him to tackle a bad situation and make it worse. I mean, hey, look how you turned out. But then again, I guess he really didn't have much to work with now.

FAITH (chuckles) Save the head trip, GQ. Wes told me you'd try to get under my skin. Gave me just what I needed to scratch you out. (coughs)

ANGELUS Oh ho. Don't tell me. The rousing stiff upper lip speech. Rah rah. Good over evil. Do what must be done. Hang in there, kitten, it's almost Friday. Is that what the scraggly little ponce armed you with to fight the big, bad boogey man?

FAITH Yeah, and this. (hurls a knife at Angelus, hitting him in the chest)

Faith gets up, takes the knife back out of Angelus, and engages him in a knife fight. She slices him, throws the knife in the air, punches him, then catches the knife to cut him again. He kicks her in the crotch, sending her across the room, then he leaps up into the scaffolding in one smooth move. Faith looks around trying to find where he went.

ANGELUS (O.S.) That hurt, baby. Kinda liked it. (chuckles) How 'bout you? There's my girl. I knew she was in there somewhere dying to come out and play again.

FAITH (walking around, looking for Angelus) Shut up.

ANGELUS (O.S.) I know how it feels—forced to be someone you're not. Hurts to the bone. You try to bury the pain, but you can't get the hole deep enough, can you? No matter how much you dig, it's still there. Broken shards stabbing every time you breathe, cutting you up inside. You know, there's only one way to make the pain stop. (jumps down from the scaffolding) Hurt someone else.

Faith knows he's nearby now and stabs at him, but he grabs her wrist. She drops the knife as Angelus kicks her up into the scaffolding; Angelus jumps up after her. Faith clings to the outside of the scaffolding trying to avoid Angelus's punches, but he connects, sending her across the room. He jumps and follows her. She tries to get away from him, leaping from one level to another, but he catches up with her soon enough and throws her to the ground. He jumps down beside her.

ANGELUS Come on, Faith, you're not even trying. (punches Faith) Or is that why you really came back, huh? Not enough to punish yourself in prison? Is that it? Still looking for someone to help beat the bad out of you? (punches her again) You know what the funny part is, darling? I could beat you death, and it wouldn't make a difference. Nothing will ever change who you are, Faith. (kicks her in the face) You're a murderer, (punches her) an animal, (punches her, grabs her hair) and you enjoy it. (punches her) Just like me.

Enraged, Faith stands and goes after Angelus. She punches and kicks him until he's on the ground. Then she goes over to him, straddling him, and beats him in the face again and again.

FAITH No! (jumps back, stops hitting him) You're wrong. I'm different now. I'm not like you.

Angelus kicks Faith's ankles, pulling her feet out from under her, sending her to the ground where he is. He goes around behind her, grabs her, and vamps out.

ANGELUS You will be.

Angelus bites into Faith's neck, and she whimpers.

Cut to:

Closing credits.


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