Sunnydale After Dark
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Written By: Joss Whedon
Directed By: Joss Whedon

This episode was originally broadcast on December 14, 1999

-------------------------


A lecture hall.

Professor Walsh is lecturing to Buffy and the class.

Riley is leaning against a wall.

Walsh: "So this is what it is.. talking about communication talking about language... not the same thing. It's about inspiration... Not the idea, but the moment before the idea when it blossoms in your mind and connects to everything. It's about the thoughts and experiences that we don't have a word for. A demonstration. Buffy Summers, come on down to the front here."

Buffy walks down.

Walsh: "A typical college girl, one assumes."

Walsh (to buffy): "Lie down on my desk"

Buffy: "what?"

Walsh: "Go ahead, you're perfectly safe."

Buffy: "oh"

Buffy sits, then lies on the desk but doesn't completely lie down. She is resting on her elbows.

Walsh: "Riley, if you could oblige."

Riley: "A demonstration, right?"

Walsh: "Be a good boy."

Riley leans over Buffy.

He puts a hand on her waist.

Buffy: "This feels very strange."

Riley: "Don't worry. If I kiss you it'll make the sun go down."

They kiss and the class watches. He brings a hand around her holding her up and she brings her arm around him and then to his neck. They continue to kiss and it gets darker.

The classroom is empty when the camera zooms out from them.

Riley: "See."

She sits up

Buffy: "Fortune favors the brave."

Faintly a little girl is humming or chanting.

Buffy: "do you hear that?"

Buffy walks towards the sound

Buffy eventually sees a little girl holding an ornate box in the hall.

The little girl is still chanting: "Can't even shout, can't even cry, the gentlemen are coming by looking in windows, knocking on doors. They need to take seven and they might take yours. Can't call to mom can't say a word. You're gonna die screaming but you won't be heard."

Riley touches her from behind and she turns to see a horrific face wearing a dark suit.

Buffy wakes up sitting next to Willow in a full classroom.

Walsh: "So I'll see you all monday for a final review session"

Willow: "Man that was an exciting class, hunh?"

Buffy: "oh yeah well"

Willow: "And the last twenty minutes was a revelation just laid out everything we need to know for the final. I'd hate to have missed that."

They both are getting up and leaving class.

Buffy: "Just tell me I didn't snore."

Willow: "Very discreet, minimal drool"

Buffy: "Oh yea."

Willow: "So were you dreaming?"

Buffy: "yeah, it was kind of intense"

Riley steps up from behind a column.

Riley: "Intense, really? cause you seemed so peaceful."

Riley walks with them.

Buffy: "Of course it was only for a moment."

Riley: "Right. Hey you guys headed over towards Jud"

Riley: "Ah, student center"

Riley: "Oh great. So this dream."

Willow: "You know, you guys go I'm gonna do the thing."

Willow: "So I'll see you after Wicca group"

Willow: "Bye."

Buffy: "Bye."

Riley: "Bye."

Riley: "So tell me about your dream."

Willow sneaks over to eavesdrop through an opening.

Riley: "As a psyche major I'm qualified to go 'hmmm'"

Buffy: "I don't really remember it"

Riley: "Well, did I appear at all in this dream?"

Willow hides her face by reading a notebook when they get close.

Buffy: "there might have been a cameo"

Riley: "is that right?"

Buffy: "maybe more like a featured role"

Riley: "romantically?"

Willow lowers the notebooks, smiles and heads away.

Buffy: "I'm not saying a word."

Buffy and Riley exit a building into a sunny day.

Riley: "So what have you got going on for tonight?"

Buffy: "Oh Patrolling"

Riley: "Patrolling?"

Buffy: "Eh, Petroleum"

Riley: "Petroleum?"

Buffy: "uh huh"

Riley: "Tonight you have crude oil"

Buffy: "And homework. What about you?"

Riley: "Oh you know grading papers."

Buffy: "Ah, that'll be fun."

Riley: "Not petroleum fun but it passes the time."

Buffy: "So I uh..."

Riley: "Yeah... (exhales)"

Riley: "I guess I won't see you until..."

Buffy: "Yeah..."

Riley leans down and is about to kiss her.

Buffy: "What papers?"

Riley (confused): "Papers?"

Buffy realizes the moment is gone.

Buffy: "Um, grading, what papers? We only have the final."

Riley: "Oh, yeah. Um, no, I... Late, Late papers I gotta look at."

Buffy: "Oh. Ok. Neat."

Riley: "So..."

Buffy: "Class."

Riley: "I'll see you then."

Buffy: "Yeah."

Riley leaves.

Buffy (petulantly): "Fortune favors the brave."

=====

roll credit

=====

Giles apartment. He is on the phone.

Giles: "Can't even shout, Can't even cry, the gentlemen are coming by. Um, it sounds vaguely familiar. You're sure it's - nothing you heard when you were a child?

Oh alright. Nothing else?

Well i-it could definitely be one of your prophetic dreams or it could just be the eternal mystery that is your brain.

But I-I'll check it out and um, I'll let you know if I find something. Alright. Bye bye."

Giles: "Have you heard of a group called the gentlemen?"

Spike is walking in the kitchen, chewing and searching.

Spike: "Group of what?"

Giles: "The gentlemen."

Spike: "Dunno."

Giles: "You certain?"

Spike: "No. We're out of Weetabix."

Giles: "We are out of Weetabix because you ate it all - again."

Spike: "Get some more."

Giles: "I thought vampires were supposed to eat blood."

Spike: "Yep. Well sometimes I like to crumble up the Weetabix in the blood - give it a little texture."

Spike has lain on the couch with a bag and a jar of peanut butter.

Giles: " Since the picture you just painted means I will never touch food of any kind again you'll just have to pick it up yourself."

Spike: "Sissy."

====

Exterior of Giles' building. Xander and Anya are walking.

Xander: "I don't get what this is coming from."

Anya: "well, what am I supposed to think?"

Xander: "Well, How could you say I'm using you?"

Anya: "You don't care about what I think you don't ask about my day"

Xander: "You really did turn into a real girl didn't you?"

Anya stops.

Anya: "See! You make jokes during my pain.

You don't care about me at all"

Xander stops and looks back.

Xander: "I care about you."

Anya: "How much?"

(silence)

Anya: "What do I mean to you?"

Xander: "I... we, you know we spend... we'll talk about it later"

Xander turns away and walks and they enter Giles apartment

====

Giles apt. As Anya walks through the door.

Anya: "Well I think we should talk about it now."

Giles: "Thank you for knocking."

Xander: "if you don't know how I feel about"

Anya: "I don't. This isn't a relationship you don't need me, all you care about is lots of orgasms."

Spike sits up to look back with a cracker in his mouth.

Giles takes off his glasses.

Xander: "ok... remember how we talked about private conversations and how they're less private when they're in front of my friends"

Spike: "Oh, we're not your friends. Go on."

Giles: "please don't"

Anya: "this is important"

Giles: "but why is it here?"

Xander: "mom said you wanted me to swing by"

Giles: "Oh, oh yes, well I meant uh after sunset"

Giles stands and leans against his desk.

Giles: "um I need you to take Spike for a few days"

Xander: " What?"

Spike: "What?"

Anya: "What?"

Spike stands

Spike: "I'm not staying with him!"

Giles: "I have a friend who's coming to town and I'd like us to be alone."

Anya: "oh you mean an orgasm friend?"

Giles: "Yes that's exactly the most appalling thing you could have said"

Anya displays a ? I just spoke the truth? expression.

Xander: " he's not roaming around - he stays with me he's gonna get tied up again."

Anya: " What about us, our romantic evening?"

Spike: "I'm not having these two shag while I'm tied to a chair three feet away"

Giles sits and puts his hand against his head in exasperation during this.

Xander: "That's not exactly one of my fantasies either."

Anya: "so you're blowing off our evening because unintelligible"

Spike: "unintelligible"

Xander: "I don't want him to come either unintelligible"

====

A school? room with a group of 14 girls sitting on couches and chairs and (2 on sitting on the floor) including Willow.

Students wander by and others sit studying.

Wicca1: "We come together, daughters of Gaia, sisters to the moon we walk with the darkness the wolf at our side through the waterfall of power to the blackest heart of eternity.

I think we should have a bake sale."

Wicca2: "I don't know"

Wicca1: "you guys like a bake sale right? I mean we need money for the dance recital and you know I do an empowering lemon bundt"

Wicca2: "The most important thing is the Gaian newsletter we need to get the message of blessing out to the sisters. Also who left their scented candles dripping all over my women power shrine?"

Willow: "Well, this is good. I mean, this is all fun ya know, but there's also other stuff that we might show an interest in, as a wicca group."

Wicca1(hesistantly): "like what?"

Willow: "Well, There's the wacky notion of spells, you know conjuring, transmutation"

wicca2: "Oh yeah, then we could all get on our broomsticks and fly around on our broomsticks"

giggling wicca1: "You know certain stereotypes are not very empowering."

Tara (Wicca 3) (sitting on floor): "I think that--

wicca2: "one person's energy can suck the power from an entire circle. no offense"

Tara (Wicca 3: " Well, maybe we could uh."

wicca2: "Yeah, Tara. Guys.. quiet." holds hand up for quiet

wicca2: "do you have a suggestion?"

Tara (Wicca 3) just shakes her head and looks down, but then she looks at Willow.

wicca2: "Ok, let's talk about the theme for the bacchanal."

====

Buffy and Willow walking in a hall.

Buffy: "So not stellar, hunh?"

Willow: " talk all talk! Blah blah Gaia. Blah blah moon. Menstrual lifeforce power thingy. You know after a couple of sessions I was hoping we would get into something real but "

Buffy: "No actual witches in your witch group"

Willow: "No, bunch of wanna blessed bees. You know nowadays every girl with a Henna tattoo and a spice rack thinks she's a sister to the dark ones."

They enter their dorm room.

Buffy: "Will I'm sorry it was a bust. I know you were looking to go farther in that department"

Willow: "I'd just like to float something bigger than a pencil someday. Hey how's it going with you and Riley? You two seemed pretty snugly after class"

Buffy: "see above re: talk all talk"

Willow: "Do I have to tie you two together?"

Buffy: "We almost, but..."

Willow: "Well, get with it - I need my vicarious smoochies."

Buffy (whiny): "I don't know..."

Buffy: "I get nervous and I start babbling and he starts babbling and it's a babblefest. Plus, everytime we talk I have to lie. The slayer thing comes up one way or another. I wish could just come clean."

====

The initiative. Forrest and Riley are climbing out of from a ladder descending to a platform overlooking a very tall demon in a blue robe with very long horns.

At least one initiative member is still on the platform.

They walk towards the elevator.

Forrest: "Well you can't"

Riley: "Yeah, I know I can't, but it bugs me this time."

Forrest: "This is the burden we bear, brother. We have a gig that would inevitably cause any girl living to think we are cool upon cool. Yet we must Clark Kent our way through the dating scene never to use our unfair advantage."

They stop to let a cart carrying others drive by.

Forrest: "Thank God we're pretty."

Riley: "But its just... Buffy's special"

Forrest: "You think she's special. Wow. The first 486 times you told me it didn't register but now I 'see' that you think she's special."

Riley: "See, you're naturally inclined to talk too much. I don't have that"

Forrest: "Then get with the kissing"

They enter the elevator

Riley: "Riley Finn"

Elevator: "initiative vocal code match complete"

Xander's basement. Spike is tied to a chair and Xander is dressed for bed in a T-shirt and boxers. As they speak Xander gets in bed and turns out the light.

Spike: "dunna see why I have to be tied up"

Xander: "It's just while I'm sleeping"

Spike: " Like I'd bite you anyway"

Xander: "oh you would"

Spike: " not bloody likely"

Xander: "I happen to be very biteable pal. I'm moist and delicious."

Spike: " alright, yeah fine you're a nummy treat."

Xander: "and don't you forget it"

Spike adopts a high pitched almost falsetto voice - like Anya.

Spike: "Xander don't you care about me."

Xander: "Shut up!"

Spike: "We never talk."

Xander holds up a warning finger.

Xander: "Shut up!"

Spike: " Xaaannnder."

Xander: "Shut up!"

====

Giles' apartment.

Giles (musing): "They need to take seven... take seven what?" knock at door. Giles get up and opens it.

Giles: "Olivia!"

Olivia: "Sorry I'm so late the flight was a horror."

Giles: " oh no bad weather?"

Olivia: "Baseball movie."

Giles (amused): "Oh.. so sorry"

Olivia: "Yeah. That's enough small talk, don't you think?"

They kiss and Giles puts his glasses on the notes

====

A clocktower. 1:00 am. Interior of the clocktower.

Pale grayish hands opens an ornate box and whispering is heard. Exterior of clocktower. Overview of town.

Outside of a house. Bedroom. A sleeping boy's mouth loses a mist which goes out a window. People everywhere open their mouths and a mist comes out. Another bedroom with an elderly man. A bedroom with

Giles and Olivia. The dorm room of Willow and Buffy.

The mist travels over the town to the clocktower and goes into the box which the hand closes. The camera follows the arm to the Gentleman's face. It is gray white with silver teeth in a horrid perpetual grin and white eyes and drawn back skin over a bald skull with an almost hooked nose. It is the face from Buffy's dream.

====

Morning. The dorm.

Buffy gets out of bed and goes to the bathroom.

Sound of toilet flushing. She yawns and brushes her teeth. She comes out into the hall. A girl who is crying silently sniffles and passes her by. Buffy wonders what's up.

Willow yawns and gets up

Buffy: --good morning--

She stops

Willow: --hey--

Buffy feels her throat

Buffy: --good morn--

Buffy: --good--

Buffy: --Will can you hear me--

Willow: --no I've gone gone deaf--

Buffy: --no I don't think so. we can't speak.--

Willow: --yells--

Buffy goes out into the hall. Students are out there and silently mouthing. Not a voice is heard.

Xander: --what's going on--

--why can't I talk--

--unreadable--

Spike: --unreadable--

Xander turns to face Spike who is still tied down.

Xander: --You you did this to me.--

Spike holds his hands wide apart (how?)

Xander: --I can't talk--

Xander: --unreadable--

Spike holds up two fingers with back of his hand facing Xander and then looks away.

Xander calls Buffy. The phone rings and Buffy picks it up.

Buffy realizes she can't say hello. There's no voice on the other end and Xander realizes he can't talk either.

Spike looks at him.

Riley gets up and walks with Forrest down the stairs to the elevator in their frat house.

Elevator: "Retinal scan accepted"

They enter the elevator and the doors close.

The elevator starts descending.

Forrest writes on a pad: "It's all over town"

The elevator stops.

Elevator: "vocal code not accepted"

Elevator: "please state your name for vocal identification"

Riley gasps twice into the box.

Elevator: "vocal code not accepted"

Elevator: "Unauthorized beings will be considered hostile"

Riley opens a panel in the elevator.

Elevator: "please commence vocal identification in the next

20 seconds to avoid countermeasures"

Riley slides a card in a slot.

An led flashes flashes "Enter Override Code" and beeps.

Riley punches in a code on a keypad.

Elevator: "Override code incorrect"

Forrest has written "Come on Come On" on his pad.

Elevator: ""Lethal countermeasures engaged."

Gas begins coming in an opening near the bottom of the elevator.

====

The elevator opens to Walsh, standing with an annoyed expression and two scientists standing behind her.

Riley and Forrest rush off the elevator, relieved to be alive.

Walsh points behind them to her left and their right.

A sign reads "In case of emergency use stairway."

====

A dorm entrance.

Tara is walking and everyone is depressed.

A girl in crying in a guys arms.

A guy drops a tray and a glass and it is like a gun.

Tara jumps back.

He is embarrassed and bends to clean it up.

====

Town. Honking. The bank is closed. Dogs bark.

The liquor store is open.

And doing brisk business.

Willow and Buffy are walking though town.

A siren is heard. A man sits in the middle on the street, his head on his briefcase.

A prayer meeting has a chalkboard saying Revelations 15:1

Everyone reads.

A guy is selling "Mess age boards $10.00" and the guy has one around his neck that says "Message boards $10.00".

They are white boards with a black marker and can be erased.

Will and Buffy look at each other.

====
Giles Apt.

Will and Buffy arrive with boards around their necks

Xander sees them and gets up.

Anya turns back to see who Xander got up for and sees it is

Buffy and looks at Xander and back at Buffy.

Giles gets up.

Buffy waves hi.

Xander waves hi. He is depressed.

Giles clasps Buffy's arm reassuringly and Buffy puts her hand on his.

Buffy sees all the books open

Buffy: --anything--

Giles looks down and shakes his head slightly.

Buffy sets down her board.

Willow takes her board and writes "hi Giles"

Giles puts his arm across Willow's shoulder and squeezes.

Buffy picks up the notebook where Giles wrote part of her rhyme.

"Can't even shout"

"Can't even cry"

"the gentlemen are coming..."

She shows its to Giles and points and he shakes his head.

Xander snaps his fingers repeatedly and turns up the sound on the tv.

"Big news item from Sunnydale California

Apparently the entire town has been quarantined due to an epidemic of, as strange at this may sound, Laryngitis.

It seems the town has been rendered unable to speak there's no word yet what might have caused this or what other effects might be seen from this epidemic local authorities has issued a statement, a written statement, I should say, blaming recent flu vaccinations.

A few skeptics call it a city wide hoax. In the meanwhile Sunnydale has effectively shut down all schools and businesses will be closed for the time being and residents are advised to stay home and rest up centers for disease control have ordered the entire town quarantined. No one can go in or out until the syndrome is identified or the symptoms disappear. We'll bring you more on that as it develops."

During this Olivia is drinking a hard liquor. (whiskey or bourbon or scotch?)

And Buffy has borrowed Willow's board.

Xander --that's it--

Buffy has written: "Keep researching. I should be in town tonight."

Giles --why--

====

The Initiative

A blue screen says and an electric voice speaks.

"Because there will chaos."

We see and hear Walsh typing on a keyboard and as she continues to type the electric voice continues:

"You will help keep order. Dress as civilians.

A military presence would only increase panic."

Riley writes: "What is happening"

Walsh types and the electric voice says:

"We are looking into it. Go. Help maintain order. We will find an answer.

====

Town streets. evening.

A car crashed into a fire hydrant which is spraying water.

Silent people wander.

Buffy walks.

Riley breaks up an impending fight between a black man in a business suit and a white man. He has to push the white man back authoritatively.

He turns to straighten the black man's coat almost like a tailor.

The white man picks up a pipe to attack Riley from behind but Buffy has been approaching from behind and casually turns his wrist hard and the pipe drops. The bones crackled. The guy collapses in pain.

Riley and Buffy hug

Riley --are you ok?//how are you doing?--

Buffy nods.

Buffy --you--

Riley rolls his head back and forth

Crashing is heard.

Riley indicates he has to go --unintelligible--

Buffy points in the other direction.

They start to go, but then Riley holds on to her.

They kiss. They each go on.

A siren sounds.

====

1:50 am according to the clock tower.

A doorway.

Two gentlemen float/glide out. Their feet are about 6 inches?/15cm off the ground. They are dressed in long black formal wear?

They are accompanied by two lackeys who shuffle.

The lackeys have pinkish bandaged heads and wear straitjackets but the arms are not tied. The gentlemen float about six inches off the ground and don't move their legs at all. The lackeys have a caveman or

Igor-like or chimpish gait and swing their arms about and do not stand up straight.

Further up are four more gentlemen and some more lackeys.

The four split into two pairs and wave bye with very small hand movements.

====

Giles' bedroom

Olivia is awake, lying on a sleeping Giles chest. She puts on a robe and gets up and goes downstairs to the living room. She is drawn to the window and sees one of the Gentlemen floating across the street.

Another floats right by her window with its face inches away from the window looking right at her and she jumps back in fright, gasping as she tries to scream.

====

The gentlemen seem to operate in pairs and there are six of them.

Two of them go towards a house. One nods.

====

Campus. Two float down the lawns.

====

In the dorms a pair and their bandaged heads, straitjacketed lackeys float past rooms. They pass 217. They pass 213.

One waggles his finger no. (Their hands move almost minimally, just enough to communicate the action.)

They pass 214.

Willow is shown sleeping. So is Buffy.

They pass 217.

They enter another hallway.

The taller waves his hand no.

118. The taller goes here we are. (Presents the door room.)

A knock on a door. A sleeping male awakens and opens the door. He is grabbed by the two lackeys and held down on his bed as he struggles and tries to scream for help again and again. The gentlemen look down at him and then at each other. One nods slightly. A gentlemen removes a scalpel and hands it to the other. The gentlemen lowers the scalpel.

===

The clocktower.

There are three red hearts? in canning jars. The gentlemen flourishes his hands as presenting a painting or a dish of food. He receives a round of faint applause from four others and holds up his hand to stop the applause/say no, you're too kind.

===

Dorm hallway.

A man in a green jacket is blocking students from getting into the victim's room. Buffy in coming from the other direction and darts in to see the victim.

===

Giles apt.

Giles gets his morning newspaper and closes his front door. Olivia is drawing.

Giles sees two newspaper articles about a "brutal slaying" and another about a "fifteen year old stabbed, heart missing."

Olivia has sketched a picture. The pictures strikes a memory and Giles goes to grab a book titled "Fairy tales."

====

Giles performs a overhead projector presentation for Buffy, Willow, Xander and Anya in a lecture hall complete with creepy violin music on a boom box.

Giles cracks his knuckles.

The first transparency is upside down and backwards.

Willow and Buffy, sitting next to each other in the front row point. Xander is sitting on the stairs several chairs away. Anya sitting, in the second row and eating popcorn, holds up her index finger and rotates it clearly meaning turn around the transparency.

Giles sees the overhead and corrects it.

1) "Who are the gentlemen?"

2) "They are fairy tale monsters" (picture of one)

Giles nods.

3) "what do they want"

Giles holds up finger.

Will holds up her hand and points to her chest

Xander cups himself and says --boobies?--

Giles gives Xander a look.

Willow looks at Xander and points as Giles changes the transparency.

4) "hearts" (picture of three hearts)

Giles waves back at the hearts

Xander gets it. Anya raises her eyebrows for a moment and eats more popcorn.

5) "They come to a town"

(picture of two gentlemen on a hill overlooking buildings)

6) "They steal all the voices no one can scream"

(picture of two gentlemen on hill and four people loosing voices)

Giles mimes speaking by moving his hand out from his mouth.

7) "then" (picture of one Gentleman)

Giles holds up index finger

8) (picture gentlemen over person in bed. gentlemen has red knife, person's chest is red and red is dripping onto floor)

9)(picture of gentlemen holding red heart over person in bed. Enormous amount of red on chest and bed and floor.)

Willow and Buffy exchanges disturbed looks.

Anya shrugs and eats more popcorn.

Xander starts to write.

10) "They need seven, they have at least two." (Picture of seven hearts)

Xander snaps his fingers and holds up his board "How do we kill them?!"

Buffy takes her fist and pumps it toward herself.

Disturbed looks from Xander and Willow, even Giles has to maintain a poker face.

Buffy grabs a stake from her bag and pumps it towards herself.

Xander gets she means stake them, Giles looks relieved and Willow pretends nothing was amiss.

11) "In the tales No sword can kill them" (Picture of a gentleman with three swords in him)

12) "But the princess screamed once... and they all died."

(Picture of a princess screaming and two gentlemen lying dead)

Willow holds up a cd and ,then holds her hands over her ears and pantomines dying. She smiles.

Giles holds a finger up and changes the transparency.

13) "Only a real human voice" (picture of a gentleman dancing to old style record player)

Giles points to his throat.

Willow throws her hand up and pouts.

Buffy writes: "How do I get my voice back?"

Giles throws his hands out to his sides.

14) "Buffy will patrol tonight" (picture of girl with bow and arrow).

Buffy holds her hands at her sides (the picture is too fat).

Giles makes some gestures.

Giles points to rest and holds up a book. Everyone gets up.

Buffy looks at a tranparency 2 with the picture of the Gentleman.

===

The Initiative.

This night Forrest and Riley and others don military garb. And carry weapons.

===

Buffy patrols a street with houses and yards.

===

Riley on a grassy street, spots shadows moving in the clocktower.

2:35 am. He heads toward it.

===

A dorm room.

Tara has Willow's address "214 Stevenson" on a post-it from the phonebook with Willow's name highlighted.

A book is open to a chapter titled "spells of speech and silence."

She closes her door and leaves carrying some books and notepads.

===

Campus lawns.

Tara is walking alone at night with her books. She looks back and trips over shrubs.

As she is picking up her books we see two of the gentlemen and two lackeys coming up behind her.

She hears the rattle of the straitjackets? and looks and runs.

And she is chased.

===

Buffy sees a Gentleman gliding on the other side of the street but is tackled by a lackey springing from behind a bush before she acts.

Tara is running down the hall and she bangs on a door. A dark haired girl sits up. Tara bangs on another door.

The dark haired girl clutches her sheets in fear but doesn't move.

Tara sees two Gentlemen floating towards her. Tara tries to yell.

Tara --help--

Tara --help--

The lackeys appear behind the approaching Gentlemen.

She bangs on another? door.

She runs from the Gentlemen who started to get close, followed by their two lackeys. She gets to a stairway.

===

Street.

Buffy flips a lackey to the ground. Another grabs her from behind and she elbows and backhands it. She kicks the first ducks a roundhouse from the second, kicks it in the leg to bring it down and snaps its neck. It goes down. The first lackey runs.

Buffy looks around, then chases it.

===

Clocktower, lower level.

Riley enters a door. He is tackled from and rolls loose and kicks it away in the head. He pulls an extendable club/rod from his boot. Three blows knock it to the ground but another grabs him.

===

Dorm hall.

Tara runs up the stairs and bangs on doors. She is banging on 21? Willow hears the banging and wakes up. She was dressed and asleep at her computer. Willow is afraid. She goes toward her door.

The door Tara is banging on opens and a Gentleman holding a heart looks at her. Two more float near the stairs she just came up.

Tara runs around the corner.

Willow opens her door and is looking the other way when

Tara runs into her and they both fall.

Willow grabs at her leg and yelps silently.

She sees two of the Gentlemen followed by two lackeys.

They both get up and run to another stairway mere steps away. Willow is limping.

===

Riley pushes the one holding him back into barrels, backhands him with his fist holding the rod and flips it over his shoulder.

The first gets up and grabs Riley and slams him into a platform with one arm and they both fall to the floor. Riley has lost his rod and reaches out to his other weapon as the lackey holds him.

A third lackey enters at a run. Boards sealing an opening break and Buffy crashes through and knocks it down from the side with a shoulder block and a shove.

Riley reaches for his weapon and rolls.

Buffy kicks a lackey back. Another she simply throws into a shelf/wall.

Riley reaches his feet and uses his weapon as a club to knock down the one still trying to hold on to him.

Buffy and Riley aim weapons at each other and are surprised to see each other.

One of the lackeys gets up and Riley ducks and Buffy ducks, spins and Buffy kicks it in the head. Riley blasts another with an electrical blast.

It drops. Buffy shoots one with an arrow. A third knocks her bow down and Riley grabs it from behind. The one she shot grabs Buffy and throws her towards the wall. She stumbles and falls but is on her feet to meet it. She pushes it's side into the wall. She kicks it in side and in the head and gives it a left.

Riley flips his to the ground.

Buffy gives hers a left, a right and then grabs it and flips it down.

Riley is holding his with an armbar hold. He looks up.

The one who was blasted in getting up and Buffy runs and grabs a rope. Buffy swings on the rope and kicks it. Hard. It flies across the room breaking right through a post and into a shelf. Riley is shocked.

Giles apt

Giles is reading a book as he gets a cup of something.

He and Spike bump shoulders.

Spike opens the refrigerator and gets the "kiss the librarian" cup of blood out and drinks. He becomes vamp faced as he drains the cup.

He heads back into the living room.

Anya is sleeping on the couch with a book at her side.

She tosses and turns and her neck is facing towards

Spike. Spike kneels down. Xander enters and sees a somewhat pale Anya (a light is on her face) and then Spike's head comes up vamp faced with blood on his lips.

Xander: -- --

Xander charges Spike. Spike stands and looks down at Anya.

Just as Xander tackles him, Spike gets it and shakes his head

Spike: --no--

The tackle wakes up Anya. She gets up. Xander is sitting on Spike holding him with his left hand and hitting him with his right.

Giles and Olivia enter.

Anya taps Xander on the shoulder twice and Spike is pointing to her with his right hand.

Spike got hit seven times.

Anya --I'm ok/alright--

Xander sees Anya and jumps up and kisses her and hugs her.

Anya is puzzled then pleased.

Spike gets up.

Xander is still hugging Anya.

He stops, looks at Spike with a distressed expression, shrugs, and kisses Anya again.

Spike looks annoyed.

Spike --unreadable--

Olivia looks at Giles and back at the couple and she is smiling.

Giles looks annoyed.

Anya -- you wanna go someplace and --

Anya does a gesture with her hands putting her finger into the fist in the other hand. She also nods slightly.

Xander and Anya start to leave.

Spike looks even more annoyed.

Giles looks revolted.

Olivia looks blank or shocked.

===

Tara and Willow run down the stairs. Willow is limping and Tara is holding her up trying to help her. The lackeys are close behind.

They enter a laundry room and lock the door. Banging is heard on the door. At first they try to brace the door, then Willow limps to a soda machine. Tara follows and they both try to push it, but it barely budges (maybe only the top moved) and then it stops. Willow sits down clutching her leg. Tara kneels beside her and looks at her. Willow stares intently at the sode machine. Tara is continually looking back and forth between Willow and the soda machine.

Tara sees the soda machine shudder but it doesn't move.

Willow looks defeated. The banging continues. Tara looks at the machine once more and then at Willow. Tara slowly touches and then clasps Willow's hand with their fingers interlocking.

Willow clasps it back and looks at Tara. Tara nods slowly.

They clasp harder and look into each others eyes and as one turn quickly towards the soda machine. It literally spins to barricade the door in under a second. The banging on the door stops. They both look relieved. They look at each other and at their hands. Tara looks a little surprised and Willow, after a moment, also looks impressed with what they did. Both of them seem to get a rush from the power they just wielded.

===

Clocktower, lower level.

A lackey jumps over the fallen lackey and grabs a barrel.

Riley kicks the one he is holding and it falls.

The one with the barrel knocks Buffy down from behind.

She falls in front of another who is lying down. (Are there four now?) The one who hit Buffy? runs up the stairs.

Riley is tackled by one knocking him off the one he was holding who is down again. Buffy looks back and leaves Riley with one standing. She goes up the stairs.

===

Clocktower, upper level ropes hanging, clockworks, a large bell.

Buffy sees there are only two empty jars. She is kicked from behind and falls. Three lackeys grab and hold her and a Gentleman

(three are seen) floats toward her with a scalpel. The scalpel gets near and a blast of electricity throws the Gentleman back.

Riley shoots a lackey next. Buffy, held by only two lackeys now, flips over and kicks a fourth approaching lackey. She breaks free and hits one away. Riley's weapon seems to have run out of juice and he jumps forward. A lackey tackles Buffy. Two are going after Buffy. Riley uses his rod to hit one and another grabs him and throws him back. He wraps a rope around its arm and neck. Buffy ducks a roundhouse and kicks one in the back. She ducks away from another roundhouse kicks a stool forward into the lackey and delivers a terrific uppercut. Riley gives the one in the ropes an elbow to the head and the other recovers and grabs at him.

Buffy takes one and pushes it and its head hits some hanging metal cylinders. A Gentleman moves forward with a scalpel. Riley turns the one grabbing him and bangs its head into the huge tower bell. Hard. The bell actually gongs. Buffy punches the one she pushed twice and kicks it away. A Gentleman stabs her from behind with a scalpel. Riley turns, alarmed. The gentleman backs away.

A lackey grabs Buffy and throws her into a giant spool of rope. Then it holds her around the shoulders and neck from behind. Weakened, she can't break loose. Riley grabs something and hits the lackey from the ropes in the head with it as it gets loose. It goes down.

Buffy see the box from her dreams next to the jars of hearts. She flashes back to the little girl holding the box. She waves and then bangs her hands on the giant spool to get Riley's attention as she is being held. Riley smashes a blue vial/jar next to the box and looks at her for approval. She rolls her eyes and pantomimes opening.

Riley gets it, mouths "oh", and smashes the box. Mist comes out of it.

The lackey holding Buffy throws her down. Two of the streamers of mist go into Riley's and Buffy's throats. Buffy screams and screams and screams and the gentlemens' heads explode. Gooey splat sounds as the exploded head parts fall to the ground. Buffy and Riley look at each other.

===

Campus Exterior.

Interior, Willow and Tara are sitting down in a public area.

Willow: "You were there looking for me?"

Tara: "I thought maybe we could do a spell - make people talk again. I'I'd seen you in the group, the wicca group you were... you were different than them. I mean they didn't seem to know..."

Willow: "What they were talking about."

Tara: "I think if they saw a witch they would run the other way."

She smiles and laughs.

Willow: "How long have you been practicing?"

Tara: "Always, I mean, since I um, was little... my, my mom used to. She um, she had a lot of power, like you."

Willow: "Oh I'm not li.. I don't have much in the way of power."

She smiles.

Willow: "Really, I mean most of my potions come out soup. Besides... spells going awry, friends in danger... I'm definitely nothing special."

Tara: "No, you are."

Willow smiles at the compliment.

Tara smiles hesitantly, then smiles.

===

Giles and Olivia are laying on his couch

Giles: "So would you say this was, uh, your best visit ever."

Olivia: "All the time you used to talk to me about witchcraft and darkness and the like - I just thought you were being pretentious."

Giles: "Oh I was. I was also right."

Olivia: "So everything you told me was true."

Giles: "Well no, um, I wasn't actually one of the original members of Pink Floyd. But the monster stuff, yes."

Olivia: "Scary."

Giles: "Too scary?"

Olivia: "I don't know."

Giles wonders.

===

scene: Buffy's room

A knock. Riley enters.

Riley: "Hi."

Buffy: "Hi."

Riley sits on Willow's bed.

Riley: "Well, I guess we have to talk."

Buffy sits on her bed.

Buffy: "I guess we do."

They sit silently, facing each other, hands folded in their laps.

BLACK OUT

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