Sunnydale After Dark
Who Are You? Transcript
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Written by: Joss Whedon
Directed by: Joss Whedon

This episode was originally broadcast on February 29, 2000

Scene of Adam the demon Frankenstein cyborg exiting tunnels.

Engleman: "The project, it escaped."

Narrator/Giles: Previously on Buffy the Vampire Slayer.

Scene of Buffy talking.

Buffy: "The Initiative created this thing and they can't stop it. But we will."

Scene of Faith opening eyes in hospital bed.

Buffy: "It's Faith, she's awake."

Buffy and Faith on the campus.

Joyce: You all right.

Faith: Five by five.

Mayor: Open the box.

Scene of Faith opening box.

Mayor: Surprise.

Scene of Buffy and Faith's hands are clasped and glowing.

Joyce: You sure you're ok.

Buffy: Five by five.

Scene of Buffy looking at unconscious Faith.

TRANSCRIPTION NOTE: For simplicity, Buffy's body is called Buffy, even when occupied by Faith. Faith's body is called Faith, even when occupied by Buffy.


The front of Joyce Summers home. An ambulance is on the lawn

A police car with lights flashing is parked on the street.

A plainclothes police officer with his badge visible on his breast.

Plainclothes officer: "It's good you called. We've been looking for this girl since she broke out of the hospital."

Joyce: What's gonna happen to her?

Plainclothes officer: Well, get her checked out. She's in stable condition, she goes to jail, pending trial.

Joyce: I just hope she gets some kind of help.


Plainclothes officer: The first thing is to keep her from hurting anybody else.

Faith is wheeled on a gurney to ambulance. She looks up at Buffy and Joyce but her vision is blurry.

Faith: No.

Personnel lifting her into ambulance: __ One two __

Plainclothes officer: Well, you guys will be safe now. We may have a couple of questions in the morning.

The emergency personnel close the rear doors on the ambulance.

Joyce: Oh, uh, of course.

Plainclothes officer: Thank you. Both. I'm glad we finally got the kid.

Buffy: She's not a kid! I just mean that she's very strong.

Plainclothes officer: Yeah. This Faith chick-- definitely dangerous.

Ambulance leaves. The officer walks away. Joyce goes toward the front door.

Buffy: She truly is.

Roll credits


Joyce's living room, Buffy is holding her hands and cracks her knuckles. Joyce closes the door.

Joyce: Faith.

Buffy spins around.

Joyce: Why do you think she's like that?

Buffy [shrugs]: You know. She's a nut job. Heh.

Joyce: I just don't understand what could drive a person to that kind of behavior.

Buffy: Well, how do you know she got drove? I mean, maybe she likes being that way.

Joyce: I'll never believe that. I think she's horribly unhappy.

Buffy: Well, could be things are looking up. I mean, a little stint in the pokey, show her the error of her ways. I'm sure there's some big old Bertha just waiting to shower her ripe little self with affection.

Joyce: Buffy!

Buffy: I'm sorry, mom. [Sighs] It's just ufff when I think about how she might have hurt you, I just, uff I can't stand it.

Joyce hugs Buffy. Buffy is uncomfortable and shrugs lose.

Joyce: Sorry.

Buffy: No, I'm just, uff, sore from the fight.

Joyce: I've missed you.

Buffy: Cause I haven't visited, right? I knew it.

Joyce: I know how it is. You have so much in your life now.

Buffy: I'm a busy little beaver. College and all.

Joyce: Of course. But um, maybe we could spend some time together soon? Some... night when I'm not being held hostage by a raving psychotic.

Buffy: Count on it. [Pause] I'm gonna take a bath.

Cut to Buffy in a bubble bath.

She sighs. She looks at her arms and fingers.

She stretches her leg and caresses it.

She blows some bubbles cupped in her hands.

Cut to Buffy looking in mirror.

She turns her head to the side, then wrinkles her nose to look at it.

She pulls her eyebrows back to look at her eyes.

She sticks out her tongue to look at it.

She pulls her upper lip back to look at her teeth.

Buffy: Why, yes, I would be Buffy. May I help you?

Buffy [sounding]: Buffy.

[She sticks out her tongue again. She adjusts her hair.]

[She shakes her finger.]

Buffy: You can't do that. it's wrong.

[She shakes her head slightly.]

Buffy: You can't do that because it's naughty.

Buffy: [louder] Because it's wrong.

[She tilts head.]

Buffy: [softly] Because it's wrong.

[She points very aggressively.]

Buffy: You can't do that. It's wrong. I'll kick your ass.

I'm gonna kill you.

[mental laughing]

Cut to hospital room.

[A hospital worker falls back into furniture.]

Faith: Let me go! Let me go!

[Faith is struggling in a hospital bed.

There are three other hospital personnel, a uniformed officer and a plainclothes officer holding her down.]

Doctor: Get me a sedative now!

Officer: Hold her!

Faith: I have to go home! She's with my mother.

[Doctor puts needle to Faith's arm.]

Faith: No!

Doctor: Just lie still.

Faith: You don't understand.

Officer: Keep holding her.

Faith: She's taken body.

[Faith loses consciousness.]

Cut to Tara's room.

[Willow lying down on a bed.

Tara is sitting crosslegged near her feet.]

Willow: I wonder where she is.

Tara: Who? Faith?

Willow: Yeah. I wish she would make a move. she's making my stomach all acidy.

Tara: But you think Buffy can handle her.

[Willow sits up.]

Willow: I think so. but that doesn't mean Faith won't hurt someone else.

Tara: Well, you should be safe. nobody knows you're here. I mean, uf, they don't even know I exist, right? I know all about them, but...

[Willow puts her hand on Tara's knee for a second.]

Willow [softly]: Hey.

Tara : I-I mean, t-that's totally cool. It-it's good. It-it's better.

Willow: Tara, it's not like I don't want my friends to know you. It's just... well, Buffy's like my best friend, and she's really special. And there's this whole bunch of us, and we sort of have this group thing that revolves around the slaying, and-and I, I really want you to meet them. But I kind of like having something that's just, you know, mine. And I, I usually don't se so many words to say stuff that little, but do you get that at all?

Tara: I do.

Willow: [sighs] I should check in with Giles, get a situation update.

[She gets up and walks behind Tara.]

Tara: I am, you know.

Willow: What?

[Tara turns and looks up at Willow.]

Tara: Yours.

[Willow smiles.]

Cut to Joyce's bedroom.

Buffy is adjusting a black camisole/baby tee in the mirror.

Buffy: Not too bad.

[Buffy opens a drawer and finds a wallet.]

Buffy: Score.

[Buffy is sitting on the bed, holding a credit card. and is on the phone.]

Buffy: 6-4-4-7. [Pause] Uh, expiration, 5-0-1. [Pause. Buffy puts the card back in ther purse.] Unh huh. [Pause] Yeah. [Pause. Buffy takes cash out of the purse.] 10 a.m.'s your earliest flight? I'll take it.

[Joyce enters.]

Joyce: What are you doing?

Buffy: Oh, just getting my mail.

[Buffy holds up the letters.]

Joyce: Oh. Um, that was, um, Giles on the other line. He wanted you to meet your friends there. Said he had news.

Buffy: Yeah. I got some time to kill. [Buffy gets up.] I'll go see the gang. All my friends. [Buffy picks up a lipstick.] You don't mind if I steal this, right?

Joyce: Is that the Harlot?

Buffy: Yeah.

Joyce: That's the same one Faith picked.

Buffy: Burn it.

[Buffy tosses it to Joyce who catches it.]

Cut to Faith in the back of a police car with a uniformed officer driving and a plainclothes office riding shotgun.

[Faith moans almost inaudibly.]

Policeman: She's coming to.

Uniformed Policeman: Yeah.

Policeman: Man, I want this kid's constitution.

Faith: Faith.

Policeman: Let's move it. I want to get her in before she's 100%.

[The uniformed policeman nods.]

[A red armored car/truck cuts off the police car which crashes into it.

Two men in black clothing jump out of the back. One uses a gun to cover the two police officers, who seem to be stunned. Another uses an ax to smash the back window. The one with the gun breaks remnants on the sides with the gun. The ax one drags Faith out the window.]

Weatherby: By order of the Watcher's Council, you are being taken into custody until such time--

[They both drag her to the back of the armored truck.]

Collins: Skip the speech.

[They pull her in the truck.]

Collins: Let's go.

[The doors close.]


[Buffy enters Giles' home.]

Giles: Buffy. good.

Buffy: The scooby gang's all here. Willow, Xander, and... [looks at Anya] everybody. What's up?

Giles: It's about Faith, not surprisingly.

Buffy: Didn't Joyce tell you? I already kicked that ass.

Xander: I feel a high five coming on.

Willow: Where is she?

Buffy: On her way to the big house. Cops took her off my hands about an hour ago. Poetic justice.

Anya: How's that?

Buffy: Well, she did all those crimes, and now she's being arrested. [Silence.] I guess that's just regular justice. [Willow smiles.] It's cool, anyway.

Giles: Unless I'm mistaken, Faith is no longer in police custody.

Buffy [stands]: What are you talking about?

Giles: Watcher's Council. They uh sent a retrieval team to capture Faith.

Buffy: Well, yeah, I mean, 'cause it worked so well when Wesley tried it.

Giles: This is a special operations unit. They, uh, handle the council's trickier jobs - smuggling, interrogation, wetworks.

Willow: What's wetworks?

Xander: Scuba-type stuff.

Anya: I thought it was murder.

Xander: Well, yeah, but there could be underwater murder, with snorkels.

Buffy: So they're taking her to England?

Giles: It'll be a long, long time before she returns.

Buffy: Heh heh heh. ahhh Hah hah. Hah hah. ohhh I'm sorry. It's just...I'm happy. Faith is evil.

Willow: Yeah. I hope they throw the book at her.

Giles: I'm not sure there is a, a book for this.

Willow: They could throw other things.

Buffy: I forgot how much you don't like Faith.

Willow: After what she's done to you? Oh, I wish those council guys would let me have an hour alone in the room with her, if I was larger and had grenades.

Buffy: I bet I know what Faith would say to that.

Buffy springs forward with a knife and sticks it in Willow's stomach in the same place Faith was stabbed. She pulls the knife out and stabs Willow again.

Buffy lifts her head from her reverie. She did not spring forward.

Anya: So what you're saying is that everything's fine?

Giles: Oh, um, yes.

Anya: Well, I'm glad you called us all here because that information could never be conveyed by telephone.

Willow [to Buffy]: What's up?

Giles: Well, I just thought it was, uh, best to convene, in case there were any loose ends

Buffy [to Willow]: I'd never let her hurt you.

Giles: or things that we might have forgotten.

Willow [to Buffy]: I know.

Giles: But if you're, uh, keen to go, then, please, by all means, go.

Xander: We kind of have a romantic evening planned.

Anya: We were gonna light a bunch of candles and have sex near them.

Buffy: Well, we certainly don't want to cut into that seven minutes.

Anya: Hey.

Xander: I believe that's my hey. Hey!

Buffy: Lighten up. We're out of danger. Everything's good.

Giles: We still have Adam to take care of.

Buffy: Yeah. Adam. What's up with him?

Giles: I wish we knew.

Buffy: Well, don't worry about it. I'll patrol tonight, as long as it takes. You guys have your fun, I'll be out there doing my job.

Cut to Buffy dancing in the Bronze to rock band.

Buffy: Whoop.

Spike: Oh, you.

Buffy: And you.

Spike: What, are you keeping tabs on me? You're gonna give me a hard time now?

Buffy: Um, do I usually give you a hard time?

Spike: Very funny. Well, you don't have to worry about me drinking. Unless you're here to protect innocent beers. [He holds up a bottle.]

[Spike walks away a little and Buffy follows.]

Buffy: You're a vampire.

Spike: Was. And as soon as I get this chip out of my head, I'll be a vampire again. But until then, I'm just as helpless as a kitten up a tree. So why don't you sod off?

Buffy: Ok.

Spike [angry]: Oh, fine! Throw it in my face! Spike's not a threat anymore. I'll turn my back. He can't hurt me.

Buffy: Spike? [Gets it.] Spike. William the Bloody with a chip in his head. I kind of love this town.

Spike: You know why I really hate you, Summers?

Buffy: 'Cause I'm a stuck-up tight-ass with no sense of fun?

Spike: Well, yeah, that covers a lot of it.

Buffy: Cause I could do anything I want, and instead, I choose to pout and whine and feel the burden of slayerness? I mean, I could be rich, I could be famous, I could have anything. Anyone.

[Buffy moves closer and puts her hands on Spike's chest.]

Even you, Spike. I could ride you at a gallop until your legs buckled and your eyes rolled up. I've got muscles you've never even dreamed of. I could squeeze you until you popped like warm champagne, and you'd beg me to hurt you just a little bit more.

And you know why I don't? [She moves closer and looks up at him pursing her lips.] Because it's wrong. Humh humh. [She moves off.]

Spike: I get this chip out, you and me are gonna have a confrontation.

Buffy: Count on it.

[Spike throws his bottle into the wall and walks off. He shoves someone and clutches his head.]

Cut to the sewers.

Four vampires are walking in vamp face.

Vampire: It was too crowded. We gotta hold out for a few hours, pick up a straggler, some drunk. Can't be calling attention to [He sees Adam and stops.] ourselves.

Adam: I've been thinking. About vampires.

Vampire: This is my place.

Adam: You're place. Yes. The sewers. You hide from them, crawl about in their filth. Scavenging like rats. What do you fear?

Vampire: kill this guy already.

[One vampire charges Adam and Adam grabs it by the throat and holds it.]

Adam: You fear the cross. The sun. Fire. And, oh, yes...

[Adams puts his other hand on the vampire's shoulder and he lifts the vampire's head from its shoulders. The body falls and he drops the head on it and they turn to dust.]

Adam: I believe decapitation is a problem as well.

Vampire: You can have the place. I mean, we don't have to stay here anymore.

Adam: You fear death. Being immortal, you fear it more than those to whom it comes naturally. Vampires are a paradox.

Vampire: Ok, we're a paradox. That's cool.

Adam: Demon in a human body. You walk in both worlds and belong to neither. I can relate. Come. We have a lot to talk about.

Cut to workshed interior?

In the back of the armored truck, Faith wakes up and finds she is chained.

Weatherby: Well, it's awake.

Faith: Who are you?

Weatherby: Council. We're taking you back to the mother country. Seems you've been a naughty girl.

Faith: Listen to me. Y-You've made a mistake. I am not Faith. I'm Buffy Summers. Faith performed some kind of spell, she switched our bodies.

[Standing outside the truck.]

Collins: Congratulations. No one's ever actually tried that one on me before.

Faith: You have to find Faith. C-call Giles. J-just get him here.

Collins: Giles doesn't work for the council anymore. For that matter, neither does Buffy Summers. And what you are, miss, is a package. I deliver the package. I don't much care what's inside. [To Weatherby.] Come on.

Weatherby: He may not care, but I do. The Watcher's Council used to mean something. You perverted it. You trash. We should have killed you while you were asleep.

[He spits in Faith's face. He gets out of the truck and closes the doors.]

Cut to the Bronze.

Willow: I can't believe you've never been here. The Bronze is the coolest place in Sunnydale. Of-of course, there's not a lot of competition. I think the vending machine at Bergen's came in second.

Tara: Y-you used to come here a lot?

Others: Chug chug chug

Willow: I lived here. Me, Xander...

Buffy & others: Chug, chug, chug.

Willow: Buffy.

Buffy & others: Chug, chug, chug.

Buffy: oooh ooooh

Others: Chug, chug, chug!

Others: Woo hoo hoo.

Willow: Wow. I-I didn't think she'd be here.

Come on, [holds Tara's hand] I want you to meet her.

Buffy: Back off. [Pushes someone away.] You're nothing but a disappointment.

[Tara crosses her arms.]

Willow: Hey, Buffy.

Buffy: Willow and - uh

Willow: Buffy, this is Tara.

Tara: Hi.

Buffy: So we've never met. [Tara shakes her head.]

Cool. Just have a thing with names.

Willow: Tara was in my wicca group.

Buffy: Unh-huh. [Buffy walks away and they follow.]

Willow: So, what's up? [Buffy plops herself on a couch.]

Patrol a no go? [Buffy throws her legs up in the air and on a table.]

Buffy: Got tired. You know, the whole Faith thing. I let off some steam.

Willow: Good for you. You shouldn't work yourself too hard.

Buffy: That's my philosophy. [Buffy throws her arms behind her head.]

Willow: Anyone want a soda?

Tara [looks at Willow]: Water.

[Buffy shakes head. Willow walks off and Buffy notes Tara looking back at Willow. She sits up and leans forward.]

Buffy: So you guys been hanging out a lot lately, hunh?

Tara: Yeah. she's, um, she's really cool.

[Buffy nods and blinks slowly.]

Buffy [grins]: So Willow's not driving stick anymore. Who would have thought? I guess you never really know someone until you've been inside their skin. And Oz is out of the picture? Oh, never seen two people so much in love. She just couldn't get enough of old Oz.

Tara: She, um, said he, uh, uh, w-w-w-w-w-went

Buffy: He w-w-w-w-what? You gonna get that sentence out sometime tonight?

[Tara lowers her head.]

[Willow returns.]

Willow: Buffy, guy in the corner.

[Buffy looks at a guy leading a girl.]

Buffy: Yeah. Good call.

Tara: What?

Willow: Vampire.

Buffy: Wicked obvious. [She leans back and realizes Willow is waiting.] So I should slay him. [She gets up.]

Willow: You want help?

Buffy: Nah, I got it.

[Buffy picks up a pool stick as she walks. She enters a back area where the vampire is feeding on the girl from behind, making slurping noises and holding the girl's arms. The girl is gasping. Buffy breaks the pool stick in two and drops one end. The girls arms flail. Buffy hits the vampire in the back using the stake as a club.]

Buffy: Hey!

[The vampire lets the girl fall and turns. Buffy blocks a right and a left.

She kicks it in the leg and spins the vampire around and holds it.

She stakes it and throws it to the side just before it dusts.

Buffy exhales and looks down at the girl. She is squatting and she looks up at Buffy.]

Buffy: You'll live.

Girl: Uh he was so strong, uh

Buffy: Yeah, well, he's gone now. [Buffy turns and the girl grabs her hand.]

Girl: Thank you. **Thank you.** [Expressions flash across Buffy's face.]

Buffy: Yeah. [Shrugs.] It's cool. [Shrugs.]

[Buffy walks off and drops the stake.]

Willow: Everything poofed?

Buffy: All's well in the world.

Willow: Tara's not feeling well. I'm gonna walk her home.

[Willow looks back at Tara.]

Buffy: Yeah. You give her whatever she needs.

[Buffy smiles for a second.]

Willow: Are you gonna be in later, or you going over to Riley's?

[Buffy blinks several times and then smiles.]

Cut to workshed/barn.

Banging sounds in a workshed or barn.

Smith walks toward the armored truck with a syringe.

Smith: This'll bloody keep you quiet.

[Smith opens the back of the truck and goes in.

Faith grabs him and gets him in a chokehold with the chains.]

Smith: Uh.

Faith: How about this? I'll be quiet, and you can scream.

Smith: Aaahh.

[Weatherby and Collins look in from the back of the truck.]

Faith: Now you unchain me - very slowly And! politely, or I kill this guy

Collins: When we go on a job, we always put our affairs in order first, in case of accident.

Smith: Collins...

Collins: Sorry, Smithy. [They walk off.]

Collins: She's starting to bother me.

Weatherby: Getting her across the border is gonna be a lot more trouble than it's worth.

Collins: If the council can even get us passage. I'll call them. It's time for a contingency plan.

[Smith flies out the back of the truck and falls, groaning.]

Cut to Riley's room.

[Riley is sitting at his desk and hears a sound and turns, smiling.

Buffy is standing in the doorway.]

Buffy: Hi, baby.


Cut to Tara's room.

Willow: I'm sorry you're feeling all blechy. But we'll get together with Buffy another time. Sometime soon. I think you'll really like her.

[Tara sighs.]

Tara: She's not your friend.

Willow: I may have overestimated the "you liking her" factor.

Tara: No, no. I mean, I don't... [sighs] I don't think she's...her.

Willow: You lost me.

Tara: Well, umph, a person's energy has a flow, a unity. [sigh] Buffy's was [sigh] was fragmented. It-it grated, like something forced in where it doesn't belong. Plus, she was, um, [sigh] she was kind of mean. [heh]

Willow: So you think Buffy's not herself? Like she's been possessed or something?

Tara: [sigh] I'm not sure.

Willow: You didn't sense a hyena energy at all, did you? Because hyena possession is just...unpleasant.

Tara: [umph] Do you have anything of hers?

Willow: Of Buffy's? Uhhhh. Oh! This ring.

Tara: I-I think there's a way we can, hmm... [reaches for book] The passage to the nether realm. There-there's a ritual. If you can find Buffy there, you should be able to see.

Willow: If it'll help her.

[Tara sighs.]

Willow: What?

Tara: Well, the nether realm exists beyond the physical world. Accessing it is... I-it-it's kind of like astral projection. It's very intense. I'd have to be your anchor, keep you on this plane.

Willow [nods]: I trust you.

Tara: It-it's not like anything that we've ever--

Willow [smiles]: I trust you.

Cut to Riley's room.

Buffy: You miss me?

Riley: I did, actually. Everything's ok?

Buffy: Everything's great. [walks forward]

Riley: What about Faith?

Buffy: Faith has a won a fabulous trip to England, and I

[sits on Riley's lap, straddling him] got the consolation prize, which is you.

Riley: So I don't have to worry about Faith showing up?

Though I have to admit, I was kind of curious to meet her.

Buffy holds Riley's hands and leans back, still straddling him.

Riley: Or I was until about 30 seconds ago. [Buffy sits up.]

Buffy: Oh, you wouldn't have liked Faith. She's not proper and joyless, like a girl should be. She has a tendency to give in to her animal instincts.

[She kisses Riley and nips his lip.]

Riley: Door's open.

Buffy: So?

Riley: So my fantasies don't tend to include a bunch of marines staring in at me.

Buffy: Oh, maybe they could learn something.

[She kisses his neck and Riley gets up, walking to close the door.

He holds his left side with his right arm. ]

Buffy: You're hurt. [He closes the door.]

Riley: Ahh, um, not that bad, actually. I guess the, uh, drugs the professor gave me really did make me stronger. I'm healing pretty quick.

Buffy: Maybe we should take you for a test drive.

Riley: I wouldn't say no. [He walks forward.]

Buffy: do you want me?

[She crawls on the bed looking away from Riley and turns around.]

Riley: How do I?

Buffy: Yeah. what do you wanna do with this body?

What nasty little desire have you been itching to try out?

Am I a bad girl? Do you wanna hurt me?

[She puts her arms on him.]

Riley: What are we playing at here? [She takes her arms off.]

Buffy: I'm Buffy.

Riley: Ok. then I'll be Riley.

Buffy: Well, if you don't wanna play--

[She starts to leave and Riley holds her.]

Riley: Right. I don't wanna play.

[Riley kisses her very gently and she responds.]

Cut to Tara's room.

[Willow closes the curtains]

[Tara puts her thumb on Willow's forehead, lips and chest.]

[Tara and Willow sit side by side facing opposite directions.

They are crosslegged. They whisper while stroking their outer

(right) arms as if to stir water]:

"Sightless sea, Ayala flows through the river in me.

The inward eye, the sightless sea.

Ayala flows through the river in me.

The inward eye, the sightless sea.

Ayala flows {through} the river in me.

The inward eye, The sightless sea.

Ayala flows {through} the river in me.

The inward eye, The sightless sea...

[Light forms from their hands and creates a circle of clouds/light around them as both arcs meet in two places.]

Ayala flows through the river in me."

[They touch hands palm to palm, keeping their hands flat. They are breathing heavily and are both sweating and glistening. The circle of light rises to the level of their heads. Their breathing gets heavier. They look at each other. Willow slowly falls back, closing her eyes and breaking the hand contact. The circle of light goes higher and higher. Willow arches her back and moans "unnh ohh".]

Cut to Riley's room.

[Riley is on top of Buffy, looking down at her.]

Riley: I love you.

Buffy: Uggnnh Get off. No. No. No! [Pushing Riley away]

Get-get off! No. Off me. Get off. No, no-o. G-get [Buffy stands]

Riley: Buffy...What? What's wrong?

Buffy: (gasping) Who are you? What do you want from h-her?

Riley: Should I not have...?

Buffy: This is meaningless.

Riley: You're shaking. [He gets up and puts a blanket/sheet on her.]

Buffy; Nnnh.

Riley: What happened?

Buffy: Nothing. Nothing.

[She puts her head against Riley's chest and her face goes into shadow.]

Cut to sewers.

[Adam stops pacing.]

Adam: I have a gift no man has. [That] No demon has ever had. I know why I'm here. I was created to kill. To extinguish life wherever I find it. And I have accepted that responsibility. You have lived in fear and desperation because you didn't have that gift. But it's time to face your fear.

[A vampire sitting cross legged rises.]

Vampire: Tell us what to do.

Adam: You are here to be my first. To let them know that I am coming.

Vampire: We're ready.

Adam: Then ask yourself, what is it? More than man, more than anything else. What is the thing you fear?

Cut to Riley's room

[Buffy puts on a shirt and fluffs her hair. She sees the clock reads 8:25 and she looks back between the clock and Riley.

She leaves.]

Cut to Frat house.

[Buffy comes down the stairs.]

Forrest: Hope you left him alive.

Buffy: What?

Forrest: Boy's supposed to be on the mend. I don't see you letting him get much rest.

Buffy: I think maybe you should stay out of other people's lives.

Forrest: We've got a mission here.

Back when Riley could still think for himself...

Buffy: You've got a mission? I've been fighting demons since before you could shave.

Forrest: Yeah, you're a killer.

Buffy: I am not a killer! I am the slayer! And you don't know the first thing about me.

Forrest: You really care what I think?

Buffy: No. I don't care. [Throws hands up.] God, I don't care.

[She leaves and the door closes.]

Cut to inside of barn/workshed.

Collins: They can't get us passage. They've ordered the kill.

[He screws a silencer onto a pistol.]

Weatherby: Torch the place?

Collins: Get the gas.

[Weatherby walks off.]

Smith: She could've killed me. She didn't.

Collins: Lucky you.

[Collins sticks the gun in the truck but Faith grabs the pistol and his hands with her feet and pulls him into the truck hard enough to stun him before he can react.

Faith pulls the gun to her hands and shoots the locks/chains holding her.]

Smith [running away]: Weatherby!

[Faith shoots a lock and smashes into the driver's area.]

Faith: Keys, keys.

Weatherby: Stop her, you ponce.

[Faith finds the keys. Weatherby rushes the truck and Faith opens the door into him, knocking him out.]

Faith: Ok, I'm good at this.

[She shifts gears.]

Faith: Ooh, drive.

[Smith has found a gun and shoots at the truck but Faith drives the armored truck out through the wooden wall/door, breaking it.}


Cut to Airport.

[Woman behind counter hands ticket to Buffy.]

Woman: Here, there you go.

Buffy: Thank you.

Woman: You're welcome.

Cut to Giles' living room.

[Giles is coming down his stairs carrying a plate and some cups.]

Faith: Giles!

Giles: God!

Faith: Don't move. Ok, Giles, you have to listen to me very carefully. I'm not Faith.

Giles: Really?

Faith: Really.

Giles: Cause the resemblance is striking.

Faith: I know. Giles, you just have to... Stop inching. you were inching.

Giles: Look, I-I know what you're going to say, and-and uh

Faith: I'm Buffy.

Giles: All right, I didn't know what you were going to say, but that doesn't make you any less crazy.

Faith: Faith switched. I mean, she had some device. She switched our bodies. Giles, I swear [runs hand through hair] it's me.

Giles: U-um, if-if you are Buffy, then, [sets plate & cups down] uh, then you'll let me tie you up w-without kill me - until we find out whether you're telling the truth.

Faith: Giles, Faith has taken my body, and for all I know, she's taken it to Mexico by now. I-I don't have time for bondage fun. Ask me a question. Ask me anything.

Giles: Who's president?

Faith: We're checking for Buffy, not a concussion.

Giles: Oh, yes, Alright. um...

Faith: Umph, Giles, you turned into a demon, and I knew it was you. I mean can't you just look in my eyes and be all intuitive?

Giles: How did I turn into a demon?

Faith: Oh, cause, uh, Ethan Rayne. And-and you have a girlfriend named Olivia, and you haven't had a job since we blew up the school, which is valid lifestyle wise. I mean, it's not like you're a slacker type, but...

Oh, oh! when I had psychic power, I heard my mom think that you were like a stevedore during sex. What? Do you want me to continue?

Giles: Actually, I beg you to stop.

Faith: What's a stevedore?

Giles: Alright, let's-- um, I need you to explain everything.

Faith: And I will, after we get Faith.

[Willow and Tara enter.]

Willow: Giles!

Faith: Will.

Willow: Oh, my god.

Faith: Willow, wait. you don't understand.

Willow: You're Buffy. You and Faith switched bodies, probably through a Draconian Katra spell.

Giles [to himself]: She understands it better than I do.

Faith: How did you?

Willow: Tara. Tara, this is Buffy, only really this time.

Tara: Hi.

Willow: Tara's a really powerful witch.

Tara: Not really.

Willow: No, really. She knew right away that you weren't you. So we connected with the nether realms to find out what happened. And we conjured this. [Shows green glowing item in box.]

Faith: What is--

Willow: It's a Katra. Or the home-conjured version. It-it should switch you back, if you can get a hold of Faith.

Faith: Oh, thank God.

[telephone rings]

Giles: I'll get it.

Giles: Hello.

Faith: Do you know where Faith is?

Giles: Oh yes, uh, Buffy's here with uh, me. Actually, she--she's uh Oh, all right.

Giles: Xander. Apparently there's a report on the television.

[Giles turns on the tv.]

News announcer: ...and barricaded themselves in the church with at least 20 parishioners. One of the few who escaped described the three men as frighteningly disfigured, almost inhuman. So far, one escapee has since died of severe neck wounds.

[Cut to airport.]

[Buffy sees the report on another tv.]

News announcer: There is no report on the condition of the parishioners still trapped inside, but their assailants have vowed to kill all of them [Buffy looks down, then back up at the screen] if police attempt to storm the church.

Interior of church.

Vampire: It's hard to believe. I've been avoiding this place for so many years, and it's nothing. It's nice! It's got the pretty windows, the pillars... lots of folks to eat. Where's the thing I was so afraid of? You know, the Lord? He was supposed to be here. He gave us this address. Well, we'll just have to start killing off His people, see if He shows up.

Exterior of church.

[Sirens. Two police cars and an ambulance are parked outside.

There are four uniformed policemen and possibly one in plainclothes.

One has just put down a radio.]

Riley: What'd he say?

Policeman: He said I should defer command to you.

Riley: Then you hold your men until the reserves arrive.

This is a military situation.

Policeman: What, they got a bomb in there?

Riley: Your men are not prepared to deal with them. Just trust me.

[Siren. Riley walks nearer the church. He sees...]

Riley: Buffy.

Buffy: How many are in there?

Riley: We think there's three.

Buffy: I can do three. [Riley tugs at her arm.]

Riley: Not alone. Look wait for the troops to get here.

They're still mobilizing.

Buffy: How did you respond so fast?

Riley: I didn't. I was just late for church.

[Buffy shakes her head.]

Buffy: Look, when the troops get here, send 'em in, but I'm going.

Riley: I don't want you risking-- [Riley tugs at her arm.]

Buffy: Don't tell me what to do! I'm Buffy. I have to do this.

Riley: Then I'm coming with.

[Buffy pokes Riley near which he is hurt.]

Riley: Ow!

Buffy: I can't use you. someone comes out, you get 'em to safety. Unless they've got fangs.

[Buffy enters the church.]

Cut to interior.

[Buffy closes the door.]

Vampire: I told the cops, they send any one in, I start the whole massacre thing.

Buffy: Well, I'm not the cops. I just come to pray.

Vampire: now's a good time to start.

Buffy: You're *not* gonna kill these people.

Vampire: Why not?

Buffy: Because it's wrong.

[Vampire 3 attacks from behind and is thrown up in the air

He collides with a column and he doesn't get up.]

Vampire: You're the slayer.

Buffy: The one and only.

Cut to outside.

[Giles is driving the armored truck. It stops and Willow, Tara and Faith jump out of the back.]

Policeman: You people, get out of here!

Willow: We've gotta get inside.

Policeman: The police are handling this. Just back off right now.

Willow: But we can't, we've gotta, Y- you don't understand.

[Giles and Faith exchange a glance.]

Policeman: Listen you have to clear the area.

Giles [yelling]: Damn it, man, we have to get inside.

[Faith moves out of sight behind the armored truck.]

Our, um, uh uh families are in there. Our, um, mothers and-and tiny, tiny babies.

Cut to church interior

Vampire: You think we're afraid of you? We're not afraid of anything anymore.

Buffy: Then let all these people go, and all three of you can take me on.

Vampire: Heh. I got a better idea.

[He swings at Buffy and she dodges and hits him in the stomach, backhands his face and kicks him in the waist. He goes down.

She kicks another vampire in the stomach and knocks him back.

Then she kicks the vampire who hit the pillar and sends him flying.

She drives the second vampire back with a series of punches as people flee.

She breaks off some wood from the back of a pew and stakes the second vampire. She tosses him aside and he spins as he turns to dust.

The vampire who hit the pillar flees and grabs a robe.]

Cut to outside.

[The pillar vampire runs into Riley. They fall and roll. They get up and he hits Riley in the face. Riley spins him and throws him down and holds onto the robe. The sunlight dusts him.]

Riley: You forgot your coat.

[Faith runs up.]

Faith: Riley.

{Faith hugs Riley.]

Riley: Ohh. It's ok, miss. Just get yourself out of harm's way.

Faith: Riley, it's me. Uh. Never mind. How many are in there?

Riley: Well...who are you?

Inside the last vampire breaks the stake lose from Buffy's grip and throws her back against a pew.

Vampire: I have strength you couldn't dream of. [Punches Buffy in the face.] Adam has shown me the way, and there is [Same punch.] nothing --aah.

He turns to dust. Faith is standing there with a stake. Buffy leaps to attack. They exchange punches and Buffy is attacking frenetically and she is slightly quicker. She knocks Faith down but Faith comes back with an uppercut and knocks her back.

Faith: You can't win this.

Buffy: Shut up! Do you think I'm afraid of you?

[Buffy grabs Faith and throws her down, then sits on top of her and starts punching her.]

You're nothing. [Punch. Punch.]

Disgusting. [Punch. Punch.]

[Buffy grabs Faith's hair with both hand and bangs her head.]

Murdering bitch. [Bang. Bang...] You're nothing. [Bang. Bang...]

[Switches back to punches] You're [Buffy is now crying.] disgusting.

[Faith grabs Buffy's hand to stop a punch and their hands glow.]

Now Buffy is in her own body. And Faith is in her own body.

[The real Buffy falls back as their hands separate.

The real Faith jumps up and runs off. The real Buffy sits, stunned or shocked, and watches her leave.]

Cut to Riley's room.

[The real Buffy hangs up phone. She is sitting on the bed. Riley is sitting in a chair.]

Real Buffy: She's gone. not a trace.

Giles said the council guys have cleared out, too.

Riley: I don't understand. how could she have... ummph I mean, how's it possible?

Real Buffy: Magic.

Riley: There was something. I should've picked up on it. I should've just...

Riley looks away, not meeting real Buffy's eyes. She realizes.

Real Buffy: You slept with her.

Riley [looks down]: I slept with you.

[Buffy stands.]

Riley: Man, would I like to get my hands on her. Not in a sex way.

Real Buffy: I don't think she's coming back.

Riley: Guess she's had her fun.

Real Buffy: Yeah. Fun.

Briefy real Buffy's face and real Faith's face are superimposed together on the screen as real Buffy fades out and real Faith fades in.

[Real Faith is riding in a rail car with wooden sides. Train track sounds are heard.]

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