Sunnydale After Dark
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Written by: Dan Vebber
Directed by: David Semel

This episode was originally broadcast on December 1, 1998.

~~~~~~~~~~ Prologue ~~~~~~~~~~

Morning at Sunnydale High School. Willow and Xander slowly walk together across the lawn toward the walkway to the main entrance. In their hands they have the results of their Scholastic Aptitude Tests, with which neither is particularly happy.

Willow: This is a nightmare. This is... My world is spinning.

Xander: It's not that bad, Willow, really.

Willow: 740? Verbal?! I'm-I'm... (searches for a word) pathetic! Illiterate! I'm Cletus, the slack-jawed yokel.

Xander: (shrugs) That's right. And the fact that your 740 verbal closely resembles my combined scores in no way compromises your position as the village idiot.

They fold up their score reports as they near a bench at the side of the walkway.

Willow: I just... (sits and slouches, depressed) Where did I go wrong?

Xander sits down next to her and puts his arm around her in comfort, but not missing the opportunity to give her hair a gentle stroke.

Xander: You did amazing, Willow. As usual.

Behind them Oz and Cordelia approach.

Cordelia: You guys get your scores?

Xander instantly lets go of Willow, hops to his feet and rushes to meet her.

Xander: Cordelia! (points) Willow was very sad by her academic failure. (reaches for Cordelia's score report) How did you do?

He snags it from her hand, unfolds it and reads it.

Xander: This is not good.

Cordelia: What's not good?

Oz gives Willow a reassuring stroke of her hair. She just sadly hands him her report to see.

Xander: Well, I'm just worried it may hurt my standing as campus stud when people find out I'm dating a brain.

Cordelia: (yanks her scores from his hand) Please. I have *some* experience in covering these things up.

Oz: (to Willow) Well, I can see why you'd be upset.

Willow gives him a hurt look, grabs her report back from him and looks down at the ground, her feelings of failure evident in her furrowed brow.

Oz: That was my sarcastic voice.

Xander: You know, it sounds a lot like your regular voice.

Oz: I've been told that. (trying to be upbeat) But we should celebrate, do something.

Cordelia: Like, the four of us?

She gives Xander a pointed look, shaking her head and clearly mouthing "No". He ignores her completely.

Xander: A double date! It could have potential.

Buffy walks up the steps from the street, a long look on her face, and joins the gang.

Willow: (brightens and stands up) Buffy! Hey! Did you get your SAT scores?

Buffy gives her a weak nod.

Xander: By the look on your face, I'm guessing you and I are gonna be manning the drive-through window side by side.

Buffy: They're just test scores, right? (hands hers to Willow) What do they really mean, anyway?

Willow: (unfolds it and reads) (very excited) 1430! Buffy, you kicked ass!

Buffy raises her eyebrows at her friend. Cordelia's eyes go wide with amazement.

Willow: (more calmly) Okay, (folds the report) so academic achievement gets me a little excited.

Buffy hands her scores to Xander for him to see.

Xander: Buff, that's amazing.

Cordelia: Let me see that.

She yanks it out of Xander's hand before he can even begin to unfold it and checks it out.

Oz: Yeah. With scores like that, you can apply pretty much anywhere you want.

Willow: Buffy, this could, like, change your whole future.

Buffy: (unsure what to make of it) The thought had occurred to me.

Xander: Then why the sour puss?

Buffy: I don't know. I guess... my future. I never really thought about it. I wasn't even sure I was going to have one.

Cordelia: (smiling hugely) Well, I think this is great! Now you can leave and never come back!

She gets looks from everyone. Xander hands Buffy back her scores.

Cordelia: Well, I mean that in a positive way. Get out of Sunnydale. That's a good thing. What kind of moron would ever wanna come back here?

Cut to a small park and playground that night. A classic 1958 Dodge Desoto FireFlite crashes through the 'Welcome to Sunnydale' sign and screeches to a halt. The door opens and a nearly empty liquor bottle falls out and smashes to pieces on the pavement. Spike slides off of his seat and hits the street flat on his back on top of the broken glass, drunk out of his mind. He lifts his head unsteadily and tries to raise himself to his elbows.

Spike: Home, sweet... (chuckles) home.

He passes out and collapses back to the pavement.

Opening credits roll. Buffy's theme plays.

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

Spike's old burned-out factory. The place is a shambles, although the great table where Giles started the fire is essentially intact, if scorched. Spike strolls through the area, stepping over the strewn chairs, while singing a few bars from "My Way".

Spike: And more / Much more than this / I did it my way

Cut to the bedroom in the basement. Spike comes hopping merrily down the stairs.

Spike: Drusilla! I'm home!

When he reaches the bottom he breaks out into a pathetic fit of giggles which quickly turn to sobs. He sniffs a few times and wipes his nose on his sleeve. He sees what's left of the burned bed and steps up to it, steadying himself on a pillar. In despair he tosses his liquor bottle onto the bed and steps around the column. From there he sees those members of Drusilla's doll collection that didn't survive the fire piled on her dresser, all badly scorched. He reaches for one and picks it up. The features on its fine porcelain face can still be made out, but the paint, hair and dress are long gone. He stares at the doll intensely.

Spike: Why did you do it, baby? Why did you leave me? We were happy here.

He tries to suppress a sob and shakes it off, and suddenly he's wearing his game face. He roars at the doll angrily and throws it hard down at the concrete floor. He spins around, looking for something to smash it with. He finds a tall iron candlestick, grabs it and wields it back.

Spike: YOU... (swings the candlestick) STUPID... (swings again) WORTHLESS... (swings again) BITCH! (calms a bit) Look what you've done to me.

He stares down at what's left of the doll, its delicate porcelain features smashed and scattered, limbs torn and singed. He drops the iron candlestick on top of it.

Cut to Cordelia's locker in the halls at school. She is getting what she needs for class while Xander tries to talk her into the double date thing.

Xander: C'mon. It'll be fun!

Cordelia: I don't know. I just thought we were gonna do something... you know, classy?

Xander: What's classier than bowling?

Cordelia: (raises her eyebrows at him) Apart from everything ever? Let's see...

Xander: Oz and Willow are down. You're the swing vote. (skips around to her other side) I guarantee fun.

Cordelia can't help but give him a warm smile and giggle. From his new vantage point Xander can now see the inside of her locker door.

Xander: Hey, those are from the pier.

There are three pictures of them. One of the two of them sitting on a bench with their arms around each other and smiling, another of just Xander sporting a huge smile, and the third of her riding on Xander's back, smiling playfully with her arms wrapped tightly around his neck.

Cordelia: Yeah. Uh, I just got them developed.

Xander: (not yet sure what to make of it) There's pictures. Of me. In your locker. I never knew I was locker door material.

She closes her locker, and they begin walking down the hall.

Cordelia: Well... just barely. Besides, (smiles) I look really cute in those pictures.

They meet Oz and Willow coming the other way.

Oz: Hey. So what's the verdict? Do we bowl?

Xander gives Cordelia a pleading look.

Cordelia: (gives in) We bowl.

Willow: Great! Double bowling date. (pats Oz's chest) I'm on Oz's team.

Xander: Yeah? Well, (points at Oz) prepare to be crushed. (takes Cordelia's arm) Maybe we should practice.

Cordelia: (nods) Yeah.

They go their separate ways again. Oz goes with Willow to her locker.

Willow: They don't stand a chance. I'm really good. Or I used to be, (works her combination) when they had the inflatable things in the gutters.

She opens her locker door as Oz holds up something small wrapped in newspaper. She faces him and notices him holding it up to her.

Willow: What's this? (takes it)

Oz: It's a gift.

Willow: (smiles) What's the occasion? (unwraps it)

Oz: Pretty much *you* are.

Wrapped in the paper is a PEZ candy dispenser with a green witch's head on top, complete with red hair and black hat. Willow is very surprised and gives Oz a none-too-gentle slap on the left side of his chest.

Willow: (excited) It's a little, uh, PEZ witch!

Oz: It's kind of a theme present. Do you like it?

Willow: (breathless) I like... I-I *more* than like. Oz, this is probably the sweetest... We have to find a little PEZ werewolf, so little PEZ witch can have a boyfriend.

Oz: I don't think they make a werewolf PEZ. You might have to settle for a wacky cartoon dog.

Willow: This is... just so thoughtful.

Oz: Well, I think about you.

Willow: (suddenly disappointed) Oh... I don't have anything to give you.

Oz: (smiles at her) Yeah, you do.

He puts his hand on her shoulder briefly and then heads down the hall to class. Willow follows him with her gaze for a moment, her expression showing her worry about the levels of complexity this just added to her life. She looks down at the PEZ dispenser.

Cut to the library. Giles looks over Buffy's SAT score report while she plays with a contraption from Giles' huge pile of camping equipment and clothing laid out on the big table.

Giles: Buffy, this is, this is remarkable.

Buffy: So is this. (puts the thing down) Where is this retreat thingy, the Yukon? (reaches for something else)

Giles: It's quite nearby, actually. (Buffy finds a compass) It's, um, it's the clearing at the top of Breaker's Woods.

Buffy opens the compass and sees that there is a mirror inside the lid. She quickly checks her hair.

Giles: It's the site of some fascinating druidic rituals.

Buffy: (closes the compass) Okay, but you're just going for a few days, right? (Giles takes the compass from her) I mean, you're not gonna settle there and grow crops or anything.

Giles: (confused) What? Oh, my gear. No, no, this is, this is basic necessities.

Buffy: Giles, you pack like me.

Giles: (gives her a little smile) Here. (hands Buffy her scores) I suspect your mother will want to, uh, put it on the refrigerator.

Buffy: (puts the report away) Yeah. She saw these scores, and her head spun around and exploded.

Giles: (unsure what she meant) I-I've been on the Hellmouth too long. That was metaphorical, yes?

Buffy: Yes. She was happy.

Giles smiles in relief, and goes over to the cage.

Buffy: She started with all this crazy talk about me going to college, maybe someplace else.

Inside the cage Giles pauses from pulling down a book.

Buffy: I know. I know, I said that you were gonna have a goat. Responsibilities and all. I know the drill.

Giles: She may be right. (comes back out of the cage)

Buffy: Yeah, I know, I figured you'd...

She gives Giles a bewildered look.

Buffy: Okay. Be kind, rewind.

Giles: With scores like these, Buffy, you could have a first-rate education. I'm, I'm not suggesting that you... ignore your calling, but, um... you need to look to your future. (goes back to the table) And with Faith here, i-i-it may be that you can (draws a breath) move on. For a-a time, at least. (packs the book)

Buffy: (unsure how to react) Wow.

Giles: Well, let's, um, let's discuss it when I get back. I-in the meantime, um, I'd like you to continue training while I'm, while I'm gone, and, um, please don't do anything rash.

Buffy: 'Anything rash', meaning...

Giles: (hesitates for an instant) Are you planning on seeing Angel?

Buffy: Yes. Actually, I am. (Giles averts his eyes) Look, but there's not gonna be any rash. (realizes how that sounds and gets a look from Giles) Anywhere. (defensively) Okay. We're, we're friends. That's all either of us wants. (looks at Giles seriously) Nothing's gonna happen.

Cut outside. Willow and Xander come walking around the corner from the colonnade and through the breezeway.

Willow: Something's gonna happen.

Xander: Like what?

Willow: Uh! It's a mistake! It's a terrible, fatal mistake. I see that now.

Xander: It's just bowling.

They turn down a covered walkway.

Willow: It's *bad* bowling. I-it's a double date, with all of us, and they're gonna know!

Xander: How are they gonna know?

Willow: It's a very intimate situation. It's all sexy with the smoke and the sweating and the shoe rental...

Xander: You're turned on by rented shoes?

Willow: That's not the issue.

They stop walking, and Xander faces her.

Xander: Okay, well, let me ask you this: what are they gonna know? That we're friends. Old, old friends. And maybe we've had one or two indiscretions, but that's all past. Look. We're just very good friends who like to hang out, and can I kiss your earlobe?

Willow: No! Well, okay. (jerks away) No! (holds up the dispenser) PEZ!

They both pause for a moment to calm down and think.

Xander: Maybe bowling might be too much to handle. Man! (strokes her hair) I wish I wasn't so attracted to you. (takes a deep breath) I wish we could make it all stop.

Willow: Any suggestions?

Cut to the kitchen at Buffy's house. She is making microwave popcorn. Her mother has her hands full of college brochures.

Joyce: Carnegie Mellon has a wonderful design curriculum. Oh, and Brown University's history program is... You like history, right?

Buffy: Could we talk about this another time? (gets a large bowl) All day it's been like, 'Congratulations! Go away.' (takes the bowl to the island)

Joyce: That's not it. It's just you belong at a, a good old-fashioned college with, with keg parties and boys, not here with Hellmouths and vampires.

The microwave beeps.

Buffy: Not really seeing the distinction.

She goes to get the bag of popcorn.

Joyce: Y'know, you're always talking about how you wish you could lead a more normal life. Well, this is your chance!

Buffy: Yeah, it's just not that simple. (takes the popcorn to the bowl) I have responsibilities. (opens the bag)

Joyce: I know, I know, but I spoke with Mr. Giles, and he said...

Buffy: ...that Faith could be Miss Sunnydale in the Slayer Pageant. I know. (dumps the popcorn into the bowl)

Joyce: It's time to think about your future, Buffy, about your whole life. I mean, honestly, is there anything keeping you here?

Cut to Angel's mansion. He's sitting by the fireplace quietly reading "La Nausea", by Jean Paul Sartre. Spike spies on him, peering in between the boards that have been haphazardly nailed across the destroyed doorway to the atrium. Finally Angel closes his book, gets up and walks into a rear hallway. Spike gives him a drunken humph.

Spike: (slurred) Yeah, you. You think I'm afraid of you?

He steps back from the boards, swaying unsteadily.

Spike: We were happy! You brainwashed her. I could just...

He looks at his bottle and takes a long drink. When it's empty he tosses it aside in a huff.

Spike: Yeah, I'll show *you* who's a cool guy. (starts to leave) You're goin' down.

In his drunkenness he trips over one of the flower beds, falls into it and passes out.

Cut to dawn. The first red rays of the sun appear over the hills and shine into the atrium. Spike lies in shadow, but his left hand is extended away from his body, and a beam of light nears it as the sun rises. Soon his hand is fully exposed to the light and it begins to smoke. A couple of seconds later it bursts into flame. The new light source shines into Spike's face, and he wakes and sees his hand aflame.

Spike: Whoa!

He leaps to his feet and runs over to the fountain, screaming all the way. He holds his hands under it, but it's going at just a trickle. Quickly he bends down and jams his hand into the pool of water at its base, dousing the flames. No sooner is that problem gone than he realizes he's standing in shaded but direct sunlight, and he's beginning to smoke elsewhere. He pulls at his heavy overcoat, trying to shade his face, as he scrambles up the stairs and out of the atrium.

Cut to inside Spike's car. The rear driver's side door whips open and Spike dives in, right on top of a huge pile of empty beer cans, liquor bottles and other trash. He quickly slams the door shut and grabs a bottle from the front seat. He pulls the cork out with his teeth and pours a generous splash over his burned hand. He grunts loudly in pain and takes a good drink. The immediate emergency taken care of, he relaxes a bit and tries to catch his breath.

Spike: This is just too much.

Cut to a small magic shop. The shopkeeper hears the rear door close and goes to investigate. There she finds Spike looking through one of her books.

Shopkeeper: Did you come in through the back?

Spike: Yeah. I need a curse.

Shopkeeper: A what?

Spike: (exasperated) A curse! Y'know, something nasty. Boils. I wanna give him boils all over his face. You know, dripping pustules. Let's really go for the gusto here.

Shopkeeper: I'm hearing a lot of negative energy, and I bet...

Spike: (interrupts) Leprosy! Alright, a spell that makes his parts fall off. That sounds proper.

Shopkeeper: We don't carry... (the front door chimes) leprosy.

She turns to see Willow come in through the front door.

Shopkeeper: Would you excuse me a moment?

She goes to help her new customer.

Shopkeeper: Blessed be. Anything in particular I can help you find?

Willow: Yeah. (holds up her notepad) It's all here on the list. (reads down the list) Skink root, essence of rose thorn, canary feathers...

Shopkeeper: Aha! (smiles) A love spell. Want that old lover to come back to you? (Spike is suddenly interested in their conversation) Are you sure you know what you're doing, hon?

Willow: (flustered) No. Oh, I mean, yes! I... I know how to do a love spell, but this is more of an anti-love spell. Yeah. Uh, kind of a de- lusting. The supplies are basically the same, right?

Shopkeeper: (smiles) Basically. (starts to gather things) Although raven feathers tend to breed a little more discontent than canary. Let me just get some things...

She gathers some bags of herbs, jars of root powders, a feather and whatever else and brings them all to the counter. Spike watches intently from behind the bookcase.

Shopkeeper: Okay. Mm-hmm. (adds it up) That'll be $15.80 for the lot.

She bags it all while Willow pulls out her money.

Willow: Thanks!

She takes the bag and leaves. The shopkeeper turns her attention back to Spike and walks back to where she left him.

Shopkeeper: (smiling) So, did you find a spell book?

Spike jumps out from behind the bookcase all vamped out and grabs her around the neck. The shopkeeper gasps in fright, but can't bring herself to scream.

Spike: Forget the book.

He leans in for the bite, and they collapse to the floor. When he's sucked her dry he looks back up at the door where he saw Willow go.

Spike: I just got a better idea.

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

Sunnydale City Hall. Cut to the Mayor's office. The camera is low to the floor. Mayor Wilkins is practicing his putting in the company of his assistant Allan. He taps the ball, and it comes at the camera in a nearly perfect straight line, just missing its target.

Mayor Wilkins: Oh, look at that! Every time, cuts to the left.

He gets down on his hands and knees to check the lie of the floor.

Mayor Wilkins: See, and it's not the carpet. It's me. (gets up to retrieve his ball) I swear, I would sell my soul for a decent short game. (drops the ball for another try) Of course, (chuckles) it's a little late for that. (chuckles) (to Allan) I don't suppose I could offer *your* soul, huh? Really help me on the green.

Allan gives him a shocked look.

Mayor Wilkins: I'm just funning. So, we have a Spike problem, do we? (takes another shot)

Allan: He's been spotted back in town.

The Mayor's shot is on target this time, but comes up short. He lets out a frustrated sigh and goes to retrieve his ball.

Allan: And there was an incident at a magic shop in broad daylight. Police had a hell of a time covering it up.

Mayor Wilkins: (drops the ball) (laughs) Well, yes, y'know, he was up to all sorts of shenanigans last year. We had a world of fun trying to guess what he'd do next.

Allan: I remember. (leans against the Mayor's desk)

The Mayor whistles at Allan, who immediately stands back up.

Mayor Wilkins: But I guess we're past that now. This year is too important to let a loose cannon rock the boat.

Allan: Should I have Mr. Trick send a... committee to deal with this?

Mayor Wilkins: Loose cannon. Rock the boat. Is that a mixed metaphor?

Allan: (confused) Uh...

Mayor Wilkins: (musing out loud) Boats did have cannons. And a loose one would cause it to rock. Oh, honestly. I don't know where my mind goes these days. (chuckles) Why don't you take care of that Spike problem? A committee, like you said.

Allan: As good as done. (leaves the office)

Mayor Wilkins: That's swell. Fore!

He takes another shot, and this one is directly on target. He spreads his arms, elated.

Mayor Wilkins: Hey!

Cut to Angel's mansion. He places another log on the fire. Buffy is on the couch with a pile of brochures on her lap.

Angel: College, huh?

Buffy: Higher education. Kind of an intense proposition.

Angel: Where do you wanna go? (slowly comes over to her)

Buffy: (closes her brochure) I have no idea. My mom was the one that got all these. She's so excited, she can't stop talking about it. (Angel sits across from her) I had a really hard time coming up with an alibi so I could come over here.

Angel: She doesn't know about me.

Buffy: Big no. She's having enough trouble dealing with the Slayer issue. I don't think she's ready to process the information that... you and I are friends again. Anyway, I think this college jones is just a reaction to the whole Slayer thing.

Angel: She wants you to get out.

Buffy: Someplace a little less Hellmouthy. (nods) She has a point. (draws a breath) Y'know, but there are reasons to stay, too.

Angel: What are they?

Buffy: (taken aback) Um... you know, there's my Slayer duties, obviously. What do you think I should do?

Angel: As a friend, I... (stands up) I think that you should leave. (goes to the fireplace) This is a good opportunity for you.

He leans against the cold stone, facing away from her. Buffy gets up to gather her brochures.

Buffy: Yeah. It's not like there's any great thing keeping me here.

She stuffs them into her bag. Angel turns around when he hears the papers rustling. Buffy zips her bag closed and pulls it onto her shoulder.

Buffy: Thanks for the advice. It's another perspective to consider.

Angel: Where are you going? You just got here. It's early.

Buffy: Yeah, well, my mom starts worrying a lot earlier these days. I'll stop by soon.

She leaves without looking back. Angel watches until she's gone.

Cut to the science room at school. It's dark. Willow is grinding the ingredients for the anti-love spell in a ceramic bowl. Xander walks into the dark room and heads toward Willow.

Xander: Whoa! It smells like church in here. (sniffs) No, wait... Evil church.

Willow: It's just chemistry stuff. An experiment.

Xander: So you said when you called. Why do I have to be here?

Willow: It'll help you on the exam. You're way behind.

Xander: But that's why you love me, right? (bobs his head) Academically dangerous?

Willow: (ignores his comment) Here. (hands him a raven feather) Hold this.

Xander: A feather. And who will I be tickling?

He runs it along Willow's check, and for a moment she enjoys it and giggles, but her rational mind quickly takes over and she gruffly nudges his hand aside.

Willow: (warningly) Shush.

Xander isn't too happy about that, but knows it has to be that way. Willow checks her spell book.

Willow: Okay. Bring mixture to a boil...

She lights the Bunsen burner below a flask of liquid.

Xander: I assume this isn't going to make us late for our evening of bowling magic?

Willow: (jerks up) There's no magic! I mean, bowling, yeah. Cordelia and Oz are gonna meet us here later.

Xander: Can we turn these lights on?

He notices something familiar about the book Willow is working from and steps around her to get a better look.

Xander: Is that a spell book?

Willow: (tries to obscure it with her hand) No, no, no! Chemistry book.

Xander: Wait a minute. This is love spell stuff! You're doing a love spell?

Willow: No! Of course not! This is a purely scientific...

Xander picks the book up and shows her its title: "Witchcraft".

Willow: spell... for us. I thought it would go better if you didn't know.

Xander: (raises his voice) Are you nuts, or have you forgotten that I tend to have bad luck with these sorts of spells?

Willow: (raises hers back) But you said you wished that these feelings could just go away.

Xander: Yeah, I wish for a *lot* of things! I told you I wished I was a fireman when we were in sixth grade, but you didn't follow through on that!

Willow: I can't do this anymore, Xander! I mean, this whole 'us' thing is... bleagh!

Xander: So, do you really need to resort to the black arts to keep our hormones in check?

Willow: (calmly) At this point, I'm thinking 'no'.

Xander: I'm gonna get the lights, (walks) clean this place up before they get here (clicks them on) and start asking questions.

Spike walks into the room behind him and grabs him around the neck.

Willow: Xander!

Spike starts to choke Xander, who struggles hard, but can't get free.

Spike: I need to borrow the little girl. You don't mind, do you?

Xander kicks out with his legs against the wall, and shoves Spike and himself across the room and into a metal shelf. Spike isn't fazed, and throws Xander aside to the floor. He tries to get up, but Spike punches him hard. Willow grabs a microscope and comes at Spike with it. He stops her in mid-swing.

Spike: Threatening me? That's not nice. (Xander gets back up) We're all gonna be very best friends.

He yanks the microscope from Willow's grips and swings it around into Xander's temple. The boy goes down, out cold.

Willow: Xander!

Cut to Spike's factory. Xander is laid out on what's left of Drusilla's bed. Willow nervously sits on the edge, fidgeting with her hands. Spike dumps a box full of supplies on the bed next to Xander.

Spike: A spell. For me. You're gonna do a spell for me.

Willow: Uh, what kind of spell?

Spike: A *love* spell! Are you brain dead? (goes to the dresser) I'm gonna get what's mine. (grabs a bottle) What's mine. (uncorks it) Teach her to walk out on me.

He takes several good swallows, then looks over at Willow.

Spike: What are you staring at?

Willow: (averts her eyes) Nothing.

Spike: You can do it, right? You can make Dru love me again? Make her crawl!

Willow: I-I can try.

Spike: (grabs her neck) What are you talking about, trying? You'll do it!

Willow: Yes, I'll do it!

He lets go of her and breaks his bottle against a bedpost. He grabs her again and threatens her with the sharp edges.

Spike: You lie to me, and I'll shove this through your face! You want that?

Willow: (terrified) No...

Spike: Right through to your BRAIN!

Willow: No, please, no...

He shoves her aside and leans against the bedpost, calming down.

Spike: She wouldn't even kill me.

He drops the broken bottle, walks around Willow and sits down next to her.

Spike: She just left. She didn't even care enough to cut off my head or set me on fire. (sniffs) I mean, is that too much to ask? You know? Some little sign that she cared?

He pauses for a moment to inhale and exhale deeply.

Spike: It was that truce with Buffy that did it. Dru said I'd gone soft. Wasn't demon enough for the likes of her. And I told her it didn't mean anything, I was thinking of her the whole time, but she didn't care. So, we got to Brazil, and she was... she was just different. I gave her everything: beautiful jewels, beautiful dresses with beautiful girls in them, but nothing made her happy. And she would fliiirt! (sniffs) I caught her on a park bench, making out with a *chaos* demon! Have you ever seen a chaos demon? They're all slime and antlers. They're disgusting.

He looks at Willow's pretty young face and strokes her silky auburn hair.

Spike: She only did it to hurt me. (he takes his hand off of her) So I said, 'I'm not putting up with this anymore.' And she said, 'Fine!' And I said, 'Yeah, I've got an unlife, you know!' And then she said... she said we could still be friends. (leans over and sobs on Willow's shoulder) God, I'm so unhappy!

Willow: (tentatively pats his knee) There, there.

Spike: I mean, friends! How could she be so cruel?

He raises his head and looks at her neck.

Spike: Mmm. That smell... Your neck...

He leans in to take a better whiff and then leans back, now in his game face.

Spike: I haven't had a woman in weeks.

Willow looks at him and jumps up in fright.

Willow: Whoa! No! Hold it!

Spike: Well, unless you count that shopkeeper. (stands up)

Willow: (panting with fright) Now, now, hold on! I-I'll do your spell for you, and, and, and I'll get you Drusilla back, but, but there will be no bottle-in-face, and there will be no 'having' of any kind with me. Alright?

He grabs her by the neck and bends her over, but makes no move to bite her. Instead he reverts to his human guise.

Spike: Alright. (pushes her away) Get started.

Willow steps around the bed to where Spike dumped the box of supplies.

Willow: Now, I'm not a real witch, you know. I-I don't know if this is gonna work right away.

Spike: Well, if at first you don't succeed, I'll kill him (indicates Xander), and you try again.

Willow: (looks through the supplies) This isn't enough.

Spike: What? (comes toward her)

Willow: (nervously) Well, there are other ingredients, a-and a-a-a book. I need a, a spell book. This isn't it.

Spike: You've got one, though, at home?

Willow: Not at home. I left it somewhere.

Spike: (gets in her face) Where?

Cut to the library. Buffy is skipping rope. Suddenly Oz and Cordelia come storming in. Buffy drops her rope and goes to meet them.

Cordelia: Thank God you are here.

Buffy: Yeah! Not all of us have dates tonight.

Oz: Something's up.

Cut to the science room. The three of them come in and look at the mess.

Cordelia: We were supposed to meet in here. I don't know what could have happened.

Buffy finds Willow's botched experiment.

Buffy: What is all this stuff? I'm thinking weird science.

Cordelia: Was Willow messing with her magic tricks again? Maybe they disappeared. Maybe she turned Xander into something ishy!

Buffy: (looks around) Whatever happened, there was obviously a fight.

Oz: I don't see any blood.

Buffy: Yeah, either they were taken, or they ran, or maybe...

Cordelia: (points) You're having too many ors! Pick one!

Buffy: I don't know. I need you guys to find Giles, okay? I'm gonna look for them. Maybe they didn't get too far.

Cordelia: Where is Giles?

Buffy: Uh, he's at a retreat in the clearing in Breaker's Woods.

Oz: Yeah, I know the spot, but it's like a forty-five minute drive.

Buffy: So motor!

They all go on their respective missions.

Cut to the library. Buffy strides in and heads straight for the cage and the weapons cabinet within. She is interrupted by the phone, and rushes over to the counter to answer it.

Buffy: Giles?

Joyce: (through the phone) Hi, Buffy. You still working out?

Buffy: Uh, no, Mom, actually...

Joyce: I was hoping that we could schedule a college talk later tonight. I admit I... (cut to her in the kitchen) overreacted before. You don't have to go all the way across the country. (sits at the island) I, um, picked up some brochures from some nearby schools, okay?

Buffy: (cut to her) That's great, but now's really not a good time...

Spike: (through the phone) Hello, Joyce.

Buffy's eyes widen with recognition.

Cut to the kitchen. Joyce looks behind her and sees Spike standing in the doorway.

Cut to the library. Buffy's expression turns to horror when she realizes that it's Spike. She drops the phone and runs from the library as only a Slayer can.

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

The kitchen at the Summers house. Joyce picks up the teakettle from the stove and takes it over to the island, where she pours some into a cup for Spike to make hot chocolate.

Spike: So I'm strolling through the park, looking for a meal, and I happen to walk by, and she's making out with the chaos demon! And so I said, 'You know, I don't have to put up with this.' And she said, 'Fine!' So I said, 'Fine, do whatever you like!' I mean, I thought we were going to make up, you know.

Joyce: (sits across from him) Well, she sounds very unreasonable.

Spike: She is. She's out of her mind. (sniffs) That's what I miss most about her. (smiles)

Joyce: Well, Spike, sometimes even when two people seem right for each other, their lives just take different paths. When Buffy's father and I...

Spike: (interrupts) No, this is different. Our love was eternal. Literally. (calms down) You got any of those little marshmallows?

Joyce: Well, lemme look.

She gets up to go check.

Cut outside. Angel comes strolling through the neighborhood. He pauses to glance up into Buffy's house, and through the open door sees Spike sitting there with Joyce. Instantly he makes a dead run for the door, jumps the porch railing and tries to go in, but is surprised to find himself thrown back. Joyce is startled out of her seat, and she takes a few steps away. Angel growls at Spike in extreme anger.

Angel: Spike.

Joyce: Oh, my God. Get out of here!

Spike: (gets up behind Joyce, smiling) Yeah. You're not invited.

Joyce: He's crazy. He'll kill us.

Spike: Not while I breathe. Well, actually, I don't breathe. (taunts Angel)

Angel: Joyce, listen to me.

Joyce: You get out of this house, or I will stake you myself.

Spike: You're a very bad man.

Angel: (seething with anger) Joyce, you can't trust him. Invite me in.

Spike makes like he's going to bite Joyce.

Angel: You touch her, and I'll cut your head off!

Spike: Yeah? You and what army?

Buffy comes up behind him.

Buffy: That would be me.

She knocks Spike onto his back on the island and keeps him pinned there by the throat.

Buffy: Angel, why don't you come on in?

He steps in, and Joyce begins to panic.

Joyce: Oh! Oh, no!

She walks around to the far side of the island.

Buffy: You shouldn't have come back, Spike.

Spike: I do what I please.

Joyce: Okay, I-I'm confused again.

Spike makes a grab for Buffy's arm. Angel takes Spike's arm, yanks it off of Buffy and pins it to the island. Buffy grabs a wooden stirring spoon and makes a move to stake him.

Spike: Willow!

Buffy: (stays her thrust) You took Willow.

Spike: You do me now, you'll never find the little witch.

Joyce: (confused) Willow's a witch?

Buffy: And Xander?

Spike: Him, too.

Joyce: What, Xander's a witch? I...

Angel grabs Spike by the coat and lifts him off of the island.

Angel: Where are they?

Spike: (shoves Angel off) Doesn't work like that, peaches. And when did you become all soul-having again? I thought you outgrew that. (to Buffy) Your friend's gonna work a little magic for me. She does my spell, I let them both go.

Buffy: You're not famous for keeping your promises, Spike.

Spike: Well, you and your great poof here wanna tag along, that's fine. But you get in my way, and *you* kill your friends.

Cut to Oz's van. He speeds along the road to Breaker's Woods.

Cordelia: What if they were kidnapped by Colombian drug lords? They could be cutting off Xander's ear right now! Or other parts.

Oz sniffs the air and stops the van.

Cordelia: Hello?

Oz sniffs the air some more.

Oz: It's Willow. She's nearby.

Cordelia: What? You can smell her? She doesn't even wear perfume.

Oz: She's afraid.

He puts the van in reverse and backs up a bit.

Cordelia: Oh, my God. Is this some sort of residual werewolf thing? This is very disturbing.

Oz: I really agree.

He puts the van in drive and turns down a side street.

Cut to an alleyway. Buffy, Angel and Spike come walking out.

Spike: Look, I just need a few supplies, and then I'll take you to... (stops and grabs his head) Oh, God.

Buffy: What's wrong? Not that I care.

Spike: Oh... My head. I think I'm sobering up. It's horrible. (bends over) Oh, God. I wish I was dead.

Buffy: (pulls out a stake) Well, if you close your eyes and wish real hard...

Spike: (straightens up) Hey! Back off!

Angel: (gets between them) Buffy, we still need him to find the others.

Buffy: (lowers her stake) Need him? He's probably just got them locked up in the factory.

Spike: Well, hey, how thick do you think I am?

Buffy: Fine. Can we just get this over with?

She starts down the road. Spike and Angel follow close behind. When they reach a corner, Spike has a flashback when he recognizes a bench.

Spike: Oh, God.

Angel: Now what?

Spike: We killed a homeless man on this bench. Me and Dru. Those were good times.

He steps over to the bench and sits on it.

Spike: (chuckles) You know, he begged for mercy, and you know, that only made her bite harder.

He looks to Buffy and Angel for a reaction, but they just stare back blankly.

Buffy: I guess you had to be there.

She continues on her way.

Cut to the magic shop. Buffy kicks the door open and they walk in. There is yellow police tape stretched across the room, separating the counter and the shelves of merchandise from the entry area.

Buffy: Your work?

She yanks down the police tape and tosses it aside.

Spike: Here's your list. (hands it to Buffy)

Buffy: (reads) 'Essence of violet, cloves...' Angel?

Angel: Right. (starts to look)

Buffy: 'Set of runic tablets.' Spike can get the rat's eyes.

She and Spike also start looking for ingredients.

Spike: I used to bring her rats. With the morning paper.

Buffy: Great. More moping. That's gonna get her back.

Spike: The spell's gonna get her back.

Angel: Lot of trouble for somebody who doesn't even care about you.

Spike: Shut your gob!

Angel: She really is just kind of fickle.

Spike: SHUT UP!

He runs at Angel, turns him around and punches him in the face. Angel grabs his arm in mid-swing before he can do it again. Buffy grabs him from behind, and between her and Angel, Spike gets thrown back, though he manages to keep his footing.

Spike: (yells) What do you know? It's your fault, the both of you! She belongs with me. (sobs) I'm nothing without her.

Buffy: That I'll have to agree with. You're pathetic, you know that? You're not even a loser anymore, you're a shell of a loser.

Spike: Yeah. You're one to talk. (goes back to looking for stuff)

Buffy: Meaning?

Spike: (faces them) The last time I looked in on you two, you were fighting to the death. Now you're back making googly-eyes at each other like nothing happened. Makes me want to heave. (turns away)

Buffy: I don't know what you're talking about.

Spike: Oh, yeah. You're just friends.

Angel: That's right.

Spike: (faces them) You're *not* friends. You'll never be friends. You'll be in love till it kills you both. You'll fight, and you'll shag, and you'll hate each other till it makes you quiver, but you'll never be friends. (points at his temple) Love isn't brains, children, it's blood... (clasps his chest) blood screaming inside you to work its will.

Neither Buffy nor Angel want to hear this.

Spike: *I* may be love's bitch, but at least *I'm* man enough to admit it.

He turns his attention back to finding Willow's ingredients. Buffy's eyes almost meet Angel's, but she quickly averts them. Spike spots what he's looking for.

Spike: Hmm! (grabs the bottle) Eye of rat.

Cut to the basement at Spike's factory. Willow is pounding against the door with her shoulder, letting out a good grunt each time. After several hits, she hears Xander moan below. She comes down to the bed to check on him. The side of his head is covered in dried blood.

Willow: Xander? (sits on the bed) Are you okay?

He tries to sit up.

Xander: Dizzy. (winces) Kind of nauseous, too. Do I remember having a fight with Spike?

Willow: You do.

He feels the caked blood on the side of his face.

Xander: I won, right? Kicked his ass?

Willow: You were real brave. Do you need to barf?

Xander: No, I'll be okay. (looks around) Where are we?

Willow: The factory. We're locked in the basement.

Xander: That burnt-out place in the middle of nowhere? So we're pretty much in a 'scream all you want' scenario.

Willow: Pretty much.

Xander: Why didn't he just kill us?

Willow: He-he wants me to do a love spell.

Xander: What?

Willow: Drusilla broke up with him.

Xander: Gee, and we had all hoped those crazy kids would make it work.

Willow: He's out of control. I mean, not that he was Joe Restraint in the old days.

Xander: (tries again to sit up) So what are our options? (winces)

Willow: Well, I figure either... I refuse to do the spell and he kills us, or I do the spell and he kills us.

Xander: Give me a third option.

Willow: He's so drunk he forgets about us, and we starve to death. That's sort of the best one.

Xander: Will, we're not gonna die. (tries to get up, Willow helps) If he's so drunk, he'll get sloppy, and then I'll make my move. (they collapse back onto the bed) As long as my move doesn't involve standing up or using my limbs, we'll be okay.

Their fall put them very close to each other, and the temptation to kiss is strong.

Willow: We're not supposed to.

Xander: Exemption for impending death situation.

Willow goes along with that, and they kiss. Xander reaches his arm around her as he lies back. She puts her arm around his shoulder to hold him close. Behind them Oz and Cordelia come down the stairs.

Cordelia: Oh, God!

Willow immediately rolls off of Xander, and they see them there.

Xander: Oh, God.

Willow: Oh, God, Oz...

Oz: We have to get outta here.

Cordelia is heartbroken, and runs up the stairs.

Xander: (gets up) Cordy, I...

When she gets just over half-way up, the charred stairs give beneath her running feet, and she falls into the space below, onto a rubble pile of old concrete and rebar. Forgetting his pain, Xander scrambles up the steps, followed closely by Oz and Willow.

Xander: Cordelia!

They look down at her through the gaping hole.

Xander: Cordelia!

She barely moves, just turning her head to look up through the hole above her.

Cordelia: (whispers) I fell...

The camera pans from her face over to her abdomen, where a long piece of rusty iron rebar is protruding from her left side, just under her rib cage.

Cut to the street outside the magic shop. Spike, Buffy and Angel come out, each holding a bag of love spell ingredients.

Buffy: Okay, Spike, we got the stuff. Where are they?

Spike: What's your hurry?

Buffy: My hurry is my intense desire to get you out of my life. You tend to cause trouble.

Spike: I'll be out of your life in a few short hours. No trouble at all.

Without any warning they find themselves confronted by one of Spike's former men.

Lenny: Hello, Spike.

They look around at the gang of vampires surrounding them.

Buffy: No trouble at all.

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

The street in front of the magic shop. Buffy, Spike and Angel face off with Lenny and his gang.

Spike: Lenny. How have you been?

Lenny: Better since you left. You should have stayed gone.

Spike: Is that right? (tosses his bag aside)

Buffy: You know, he was just leaving. (to Spike) Don't you start anything.

Spike: This pissant used to work for me.

Buffy: (to Angel) The guys are in trouble. We can't risk this.

Angel: Look, I don't think we have a choice.

Lenny: You other two can walk away from this.

Spike: (to Buffy) I die, your chums die.

Buffy: (to Lenny) Sorry. We're staying.

Lenny: Not for long!

Buffy moves first off to her left. Angel reacts instantly and moves off to his right. Buffy throws her shopping bag at one vampire, catching him off guard, and does a front snap kick to his gut. He falls immediately. Another vampire rushes her, and she does a full spinning wheel kick to his face.

A vampire swings at Angel, but he ducks it and punches him in the gut. Angel turns around and backhand punches another vampire in the face followed up with an elbow to his gut.

A vampire front snap kicks Spike in the chest, sending him flying onto the hood of the car and landing hard on his back. Another vampire enters the fray wielding a length of pipe. He swings it down at Spike, but Spike rolls out of the way and onto his hands and feet, and hops up onto the roof of the car.

A vampire gets a firm hold of Angel's sleeve and twists it around, forcing him to do a log roll to the ground. He uses his momentum to roll back up to a standing position. Another vampire lunges at Angel, but he grabs him and lifts him into the air, sending him head first into a nearby garbage can. Another vampire runs at Angel from behind, but he crouches down and sweep kicks him in the legs, making him trip and flip over into a diving shoulder roll.

Another vamp joins Spike on the roof of the car, but Spike just punches him dead in the face, and he flies backward onto the hood and windshield of the car. A second vampire jumps onto the car and tries to get at Spike.

A vampire tries to slam Buffy into a low wall, but she uses her momentum and his leverage to jump sideways over the wall into the outdoor table area of the Espresso Pump. She lands on a table on her back, rolls off and comes up in a standing position. A vampire inside the cafe' rushes her, and she does a full spinning hook kick, which connects with his stomach.

A vampire swings at Spike, who is still on top of the car, but misses as Spike redirects the hit, pushes down on his shoulder and kicks him in the rear, causing him to fall onto the trunk of the car and slide off the back.

Buffy side kicks a vampire in the neck, and he flies backwards into some chairs.

A vampire comes straight for Spike. He sidesteps him and sticks his arm straight out, which the vampire runs right into, causing him to flip underneath the arm, land on the hood of the car and roll off.

A vampire swings at Angel with a pipe, but misses. On the next swing, Angel grabs hold of the pipe and twists it around, wresting it from the vampire's grip and knocking him out cold. Angel spins halfway around and slams the end of the pipe into another vampire's crotch. The force of the blow lifts him from the ground. Angel drops the pipe and punches the vampire in the face, sending him spinning to the pavement.

A vampire jumps over a chain into the cafe'. Buffy sees him coming, grabs a round metal table and swings it at him, smacking him hard in the face and knocking him to the floor. Buffy looks around for a weapon and spies a mop by the wall. She stomps on the base, breaking the mop head off and leaving her with a long wooden pole. As a vampire attacks again, she swings the pole at his stomach, and he falls to the floor. As the other one tries to get up again, Buffy slams the pole down onto his face, sending him back to the floor also.

Spike has a vampire by both arms and twists him around, making him fall in a spin onto the roof of the car and then roll off onto the sidewalk. Behind him another vampire jumps up onto the hood of the car with a length of pipe.

Buffy swings her pole at a vampire and gets him in the stomach. Spinning around to face another one, she slams the pole into his head and roundhouse kicks him in the side, sending him stumbling into a wall. A third vampire jumps in and tries to front snap kick her. His kick is too weak and she's able to block it with her pole. Then she thrusts it up into his neck and throws him to the wall as well. He lands against the other vampire, and Buffy shoves her makeshift stake through both of them. She lets go of the pole and runs out of the cafe' as they simultaneously explode into ashes.

Angel has a firm grip on a vampire's collar and punches him hard in the face, sending him spinning wildly to the ground.

They all notice that they are temporarily without opponents, and so regroup in front of the magic shop, but it doesn't take long for several members of the gang to surround them. Buffy makes a break for the shop's door while Angel and Spike slowly back in that direction as well. At the last instant they also run into the shop and slam the door closed as the gang of vampires gives chase.

Once inside, Buffy heads behind the counter to see what she can find for a weapon. Spike and Angel grab one of the bookcases and slide it over against the front window. Behind the counter Buffy smashes the shopkeeper's chair, and picks up the legs to use as stakes. She comes back out from behind the counter and yells for the others to join her.

Buffy: Go!

She hands them each a chair leg, and the three of them make their stand, just waiting for the already teetering bookcase to give and the gang to storm into the shop.

Spike: This should be a kick.

Buffy: I violently dislike you.

Suddenly the back door is kicked in, and a vampire comes in. Angel turns and attacks. The vampire lunges at him, but Angel ducks and gets underneath him, lifting him and sending him flying over his head and onto a table arrayed with books and candles. Two more vampires rush in and make their way toward Buffy. Angel slams the back door closed, and leans against it.

Buffy push kicks the rolling ladder used to reach the upper shelves, and it smashes into the two vampires coming at her, knocking them to the floor.

The first vampire is off of the table and tackles Spike into a wall of shelves filled with jars. Several of them break and Spike and the jars go crashing to the floor. Angel struggles to keep the door closed. One of the vampires who came after Buffy swings at her, but he misses as she steps behind the sliding ladder. He punches again, this time through the rungs, but she sidesteps it.

Cut to the factory. Xander slowly climbs down into the hole to be with Cordelia.

Willow: Be careful.

Xander: Yeah.

Willow: Don't move, Cordy! Oz went to get help!

Xander gets through and drops himself down to the concrete below.

Cut to the magic shop. Buffy grabs the arm that the vampire punched through the rungs of the ladder and holds onto it as she swings her stake home. She pulls it back out and lets go, and he bursts into ashes. She then turns her attention to her other attacker and roundhouse kicks him in the face as he's trying to get up. She grabs him by the shirt and shoves his head into a display case, breaking the glass, then yanks him up through the glass top as well. She pulls the dazed vampire around and shoves his head between the rungs of the ladder and push kicks it away. The back door is beginning to give, and so is the bookcase at the front window.

Buffy: (to Angel) We need to get out of here!

Angel: Can we get to the roof?

Buffy scans the ceiling for a possible way out. Just then the back door finally gives. Angel is knocked to the floor, and the heavy door falls on top of him. Lenny steps on top of it, scans the room quickly and heads straight for Spike. Behind him another vampire runs in, and Buffy rushes to engage him. She roundhouse kicks him in the face and tries to follow up with a backhand punch. He blocks the hit and wraps his arm around hers and yanks her arm downward. She yanks back up and pulls her arm free, and punches him twice in the face. Angel lies dazed under the door. Lenny reaches Spike and immediately punches him hard in the face, making him jerk aside but not fall.

Lenny: Yeah. I heard you'd gone soft. Sad to see it, man.

Spike: (incredulous) Soft?

Lenny: Yeah, like baby food.

Behind Spike the vampire he'd been fighting gets up.

Spike: (smiling) Well, then, let's give baby a taste.

He does a back kick hitting the vampire behind him in the groin. Lenny tries to punch, but Spike ducks and punches him instead. Spike spins around and backhand punches the vampire behind him in the face, who falls immediately. He ducks another punch from Lenny, grabs onto his jacket, pulls him around roughly and smashes his face into the table.

Buffy punches her vampire in the gut and high punches him in the face. While he's stunned, she grabs onto his head and yanks it around and down to her left side, flipping him over onto his back. She runs over to Angel, pushes the heavy door off of him and helps him up.

Angel: I'm alright.

Buffy: You're not up to your full strength yet.

He sees the bookcase at the front window shake violently.

Angel: That window's about to go.

He spies what may be the answer.

Angel: Buffy.

On a shelf they see several dozen small bottles of Holy Water.

Cut to Spike repeatedly smashing Lenny's head onto the table.

Spike: Baby like his supper? Baby like his supper?

He lifts Lenny and flips him over onto the table on his back.

Spike: Why doesn't baby have a nap?

He raises his stake high and plunges it violently into Lenny's chest. Lenny looks stunned as he bursts into ashes. Spike smiles with the thrill of the kill. Behind him Buffy yells out a warning.

Buffy: Spike! Get down!

He ducks to the floor as the bookcase at the front finally gives way and falls with a crash, along with plenty of broken window glass. Spike looks up to see the vampires storm the shop. They quickly realize their peril as Buffy and Angel begin throwing the bottles of Holy Water at them like grenades. They break when they hit, spraying the vampires and burning them. Spike catches some wayward drops and quickly pulls his coat over his face and stays down. The burning Holy Water soon has the attacking vampires making a hasty, screaming retreat. Spike stands back up and watches them run, letting out a breath of satisfaction.

Spike: Now, that was fun.

He faces Buffy and Angel only to get disbelieving looks.

Spike: (smiling) Oh, don't *tell* me that wasn't fun. (chuckles) Oh, God! It's been so long since I had a decent spot of violence. (stops and considers) Really puts things in perspective.

Angel bends over in pain and weakness, and Buffy moves to gently support him.

Spike: (sarcastically) Oh, yeah. You two. Just friends. No danger there.

Buffy: Could we just do the damn spell now?

Spike: Oh, sod the spell. (waves it off) Your friends are at the factory.

Buffy and Angel can't believe their gullibility.

Spike: (smiling) I'm really glad I came here, you know? I've been all wrongheaded about this. Weeping, crawling, blaming everybody else. I want Dru back, I've just gotta be the man I was, (stands proud) the man she loved. I'm gonna do what I shoulda done in the first place: I'll find her, wherever she is, tie her up, torture her until she likes me again.

He walks past them toward the back door. Just before he goes out he turns back.

Spike: (smiles thoughtfully) Love's a funny thing.

He heads out the back.

Cut to the factory. Cordelia moans as Xander gets down next to her.

Xander: (very worried) Cordy... Please hold on. (strokes her hair)

Cordelia: (weakly) Xander? (looks blankly) I can't see you...

Her head rolls to the side and she exhales. Xander thinks her lost.

Xander: Cordy!

From above Willow sees Cordelia's body just lie seemingly lifeless.

Cut to a cemetery. A funeral is being held, attended by about twenty- five people dressed in black. The camera pans down from above as the priest reads from his book.

Priest: He created all things in order that they might exist. And the generative forces of this world are wholesome, and there is no destructive poison in them. For the dominion of Hades is not on Earth, for righteousness is immortal.

The camera reaches the ground and focuses on Buffy and Willow walking along a street.

Buffy: So Cordelia's gonna be okay?

Willow: She lost a lot of blood. None of her vitals were punctured.

Buffy: Has she talked to Xander yet?

Willow: She wasn't allowed to have visitors at first. He's gonna see her today.

Buffy: And Oz?

Willow: I never knew there was anything inside me that could feel this bad. For the longest time, I didn't know what I wanted. I wanted everything. And now... I just... I just want him to talk to me again.

Buffy: Just give it some time. And be prepared for some groveling.

Willow: Oh, I'm ready. I'm all *over* groveling.

Buffy: Good. Because, you know, I hear sometimes it works.

Cut to Cordelia's hospital room. She is lying awake in bed, her head facing away from the door. Xander arrives holding a huge bouquet of flowers and knocks on the door.

Xander: Can I come in?

He gets no response, so he just comes in.

Xander: They wouldn't let me see you until now.

He lays the bouquet on the table where she can see them.

Xander: Those are flowers.

He sits in the chair next to her bed. She slowly turns her head to face him.

Xander: Look, Cordy, I want you to know that I...

Cordelia: (weakly) Xander?

Xander: (hopefully) Yeah.

Cordelia: Stay away from me.

She turns her head back. Xander looks down at his lap, then gets up to go. At the door he looks back one final time, before heading down the hall. When he's gone, she begins to cry.

Cut to Angel's mansion. He sits in the atrium waiting for Buffy to come visit. When he hears her footsteps he turns to see her step through the makeshift door and stop just inside the atrium.

Angel: Hey. (stands up) I was wondering when you were coming.

Buffy: I'm not coming back.

Angel just looks at her.

Buffy: We're not friends. We never were. And I can fool Giles, and I can fool my friends, but I can't fool myself. (shakes her head) Or Spike, for some reason. What I want from you I can never have. You don't need me to take care of you anymore. So I'm gonna go.

Angel: I don't accept that.

Buffy: You have to.

Angel: How can...

He takes a step toward her, and she backs away.

Angel: There's gotta be some way we can still see each other.

Buffy: There is: tell me that you don't love me.

Knowing that saying those words would be a lie, Angel instead says nothing. After a long moment, Buffy turns and goes back into the mansion and leaves. Angel sits down on the edge of one of the flower beds, staring sadly out into space.

Cut to Willow's room. She sits on the floor against her bed, her knees drawn up to her chest and her toes pointed inward, staring at her PEZ witch as she idly plays with it.

Cut to the Bronze. Oz sits on one of the pool tables, his guitar in hand, but unable to play as he, too, stares sadly off into space.

Cut to the library. Xander tries to make himself useful reshelving books. He takes an armful of them into the cage and sorts them onto the reshelving cart. He stops for a moment, leans against the cart and stares out into the room beyond the cage.

Cut to Cordelia's hospital room. She lies still in her bed with her right hand against her temple, stroking herself there as she stares blankly at the ceiling.

Cut to the quad at school. Buffy sits alone at a bench, looking sadly down at the ground as other students pass by.

Cut to a highway out of town. Spike's car races by with Gary Oldman's version of "My Way" blaring on the radio. Cut inside. Spike rocks along and screams the lyrics as he smokes and defies the daylight, driving with only his blackened windows to protect him.

Spike: I plan each charted course / Each little step along the highway / And more, much more than this

Cut outside. The car speeds along the nearly empty highway.

Spike: I did it my way

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