Sunnydale After Dark
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Written by: Marti Noxon
Directed by: Marti Noxon
Airdate: Apr 17, 2001


Buffy in the Summers house, turning toward the living room.

BUFFY: What are you doing?

GILES VOICEOVER: Previously on Buffy the Vampire Slayer...

Buffy walking into the living room, seeing Joyce on the sofa.

PARAMEDIC: Your mother's dead.

Buffy in the hospital.

BUFFY: She just wouldn't believe me.

Dawn in the school bathroom.

DAWN: Oh god.

BUFFY: I still don't think she does.

Dawn talking to Ben.

DAWN: I'm not real.

BEN: You're the key. Go, before she finds you. She's here.

Ben morphing into Glory.

Episode opens on Buffy walking into a darkened room. She is surrounded by shiny coffins. She walks between them looking at each, stops next to one. There's a display of urns behind her. Buffy lifts the lid of the coffin. It's empty.

The lights come on. Buffy looks up, startled.

GILES: Buffy, you're here.

Giles, Dawn, and the funeral-home director enter. Buffy drops the lid of the coffin and folds her arms.

GILES: You all right?

BUFFY: Yeah.

DIRECTOR: Did you find something?

BUFFY: (nods) This one.

Dawn walks over and stares at the coffin.

DIRECTOR: (OS) It's a fine choice. It speaks of your deep feeling for the deceased.

Giles and the director turn to leave. Buffy follows but Dawn remains. The others stop and look back at Dawn.

BUFFY: You don't like it?

DAWN: (still looking at the coffin) No, it's not that. It's just ... what if Mom ... what if she'd like something else better?

BUFFY: Dawn...

DAWN: I mean, how do we know for sure? She's the one who has to be in it forever.

BUFFY: Dawn, maybe it wasn't such a good idea you coming along.

DAWN: (turns to look at her) It's fine. It's just ...

BUFFY: I'm serious. Y-you shouldn't have to deal with this stuff.

DIRECTOR: If you'd like a few more minutes to decide-

BUFFY: No. I, it's done, it's fine. (to Dawn) Okay?

Dawn nods.

BUFFY: Okay.

Buffy turns and walks out with the men following. Dawn remains staring at the coffin.

Wolf howl. Opening credits.

Guest starring David Boreanaz, Clare Kramer, Charlie Weber, Troy T. Blendell, Amber Benson as Tara, and Joel Grey as Doc. Written and directed by Marti Noxon.


Act I


Fade in on Dawn in the Summers dining room, standing by a side table, looking at the card in a flower arrangement.

GILES: (OS) I checked prices at different florists, and the funeral home seems to be fairly competitive.

Dawn turns and we see the table, laid out with food. Xander sits at left eating. Giles and Buffy sit side-by-side at the end of the table, looking at paperwork.

BUFFY: Let's just go with that, it's easier.

DAWN: (sits at the other end) What color flowers?

Willow enters with a pitcher of water, pours a glass, and sits opposite Xander.

BUFFY: Uh, white. (looks at Giles) They're nice.

GILES: Yeah.

BUFFY: (to Giles) Uh, what about an announcement? People are gonna be expecting a wake after the burial unless we say something.

GILES: Um, well, we could put a, a line in the program expressing your mother's preference not to have one.

WILLOW: There's no wake?

BUFFY: Mom didn't like them. She said that potlucks are depressing enough as it is.

DAWN: She said that? When?

BUFFY: Uh, right before she went in for the operation. We had a talk about what she wanted ... in case. (looks down)

DAWN: She never said anything to me.

XANDER: I'm sure she just didn't wanna upset you, Dawnster. Now you better get to work on that dinner. You barely touched it.

BUFFY: You really should eat something.

DAWN: Why should I? You're not.

BUFFY: This isn't about-

The cordless phone on the table rings. Buffy sighs.

BUFFY: (to Giles) I'm all phoned out. Will you? Unless it's my dad.

GILES: Of course.

Giles answers the phone. Buffy returns to the papers.

GILES: Hello? Yes, yes they did. (Buffy looks at him) Thank you. (gets up) The, uh, funeral is at, uh, three tomorrow. Do you know the Brown Brothers mortuary?

Giles walks out of the room, still talking. Buffy and Dawn look disappointed.

BUFFY: Can't believe he still hasn't called.

XANDER: Your dad's still AWOL, huh?

BUFFY: The number he left for us in Spain is no good, and I've left messages everywhere. Um, how about a line that just says, 'Following the burial, there will be no wake'? Or gathering? (shot of Willow thinking about it) 'At the request of Joyce, there will be no gathering'? Uch, that sounds lame.

Buffy puts a hand to her forehead. Willow gives her a concerned look, looks at Dawn, gets up and begins clearing the table.

DAWN: What are we gonna do? After, I mean. Are we just gonna ... come back here?

BUFFY: Uh ... I, I don't know. I guess so. Um, how about 'At the request of the family, there will be no wake.'

XANDER: (gets up to move into the chair next to Buffy) Good, yeah, it's got, uh...

DAWN: (to herself) I don't wanna be here.

BUFFY: Should I put it at the top, or just a small line at the bottom?

Xander and Buffy bend over the paperwork. Willow re-enters, resumes clearing.

DAWN: Can I go to your place tomorrow?

WILLOW: Tomorrow?

DAWN: After everything.

WILLOW: Um, well, maybe you and Buffy should ... I-I don't mind.

DAWN: (to Buffy) Can I?

BUFFY: (looks up from discussing with Xander) Huh?

DAWN: Can I go to Willow's tomorrow after the service?

BUFFY: (looks at Willow, uncertainly) Um ... i-if you want to. I guess so.

DAWN: I'll, uh, get my sleeping bag out of the attic.

She gets up and leaves. Buffy returns to her paperwork.

Cut to: Willow and Xander leaving the house. Xander closes the door and they start down the porch steps.

XANDER: You going home?

WILLOW: I'm gonna stop by my mom's first. Been doing that a lot lately.

XANDER: Yeah. I actually might stop by your mom's too. (she looks at him) Well, I'm not going to *my* place. Those people are scary. (looks up) Speaking of.

We see Spike coming up the walkway holding a bunch of flowers.

XANDER: You have got to be kidding.

SPIKE: (sighs) I'm not going in.

XANDER: And you're not leaving those.

Shot of Spike's hand holding the flowers.

XANDER: You actually think you're gonna score points with Buffy this way?

SPIKE: This isn't about Buffy. (walks closer)

XANDER: Bull. We're all hip to your doomed obsession.

SPIKE: They're for Joyce.

XANDER: Like you care about her.

Spike sighs angrily. Willow steps between them.

WILLOW: Guys, guys, not here.

SPIKE: Care? Joyce was the only one of the lot of you that I could stand.

XANDER: And she's the only one with a daughter you wanted to shag. I'm touched.

SPIKE: I liked the lady. Understand, monkey boy? She was decent. (Xander and Willow exchange a look) She didn't put on airs. She always had a nice cuppa for me.

Willow looks sympathetic.

SPIKE: And she never treated me like a freak.

XANDER: Her mistake.

SPIKE: (scoffs) Think what you want.

He throws the flowers to the ground and stomps off.

XANDER: Un ... believable.

Willow looks at Xander, bends to pick up the flowers.

XANDER: The guy thinks he can put on a big show and con Buffy into being his sex monkey.

WILLOW: (looking at flowers) Xander... (he looks at her) He didn't leave a card.

Xander stares in the direction Spike went, looking surprised. Willow looks sad.

Cut to: a wall covered with old black-and-white pictures of people and children. Pan across the wall. It's the hallway in the upstairs of the Summers house. Through the open door, we see Buffy sitting on her bed staring at nothing. Pan across more photos. We see Dawn sitting on her bed doing the same.

Fade to: graveyard, daylight. Aerial shot of a group of people standing around the coffin. Fade to a shot of Buffy and Dawn standing together. We can see Xander and Giles behind them. Fade to a shot of the coffin.

MINISTER: (OS) We commend to almighty God...

Fade to overhead shot of the group.

MINISTER: (OS) ...our sister, Joyce Summers...

Shot of Willow and Tara holding hands. Fade to shot of Anya and Xander.

MINISTER: (OS) ...and we commit her body to the ground.

Fade to overhead shot of the group. The camera moves down to head height. Buffy and Dawn are at the front of the group. Dawn wears a black dress, Buffy in black pants with a long beige coat over.

MINISTER: (OS) Earth to earth... (shot of Giles) ...ashes to ashes... (shot of Buffy and Dawn. Dawn winces. Pan across the others) ...and dust to dust.

Sound of a shovel digging into earth. Dawn suddenly turns and buries her face in Buffy's shoulder. Buffy puts her arms around Dawn, still staring at the coffin.

Fade to shot of a shovel putting the first dirt on the coffin.

MINISTER: (OS) The Lord bless her and keep her.

Fade to overhead shot of the group as it breaks up. One by one the others hug Buffy and Dawn.

MINISTER: (OS) The Lord makes his face to shine upon her and be gracious to her.

Shot of Dawn looking upset, Willow and Tara in the background. Fade to shot of Buffy hugging Giles.

MINISTER: (OS) The Lord lift up his countenance upon her...

Shot of Willow and Tara. Tara leans on Willow's shoulder.

MINISTER: (OS) ...and give her peace.

Fade to a shot of Buffy and Dawn standing alone at the grave, with Willow and Tara behind. Dawn turns away from Buffy and walks over to them.

Cut to a closer shot. Dawn takes Willow's arm as the three of them exchange nods. Tara moves over to Buffy, taps her gently on the shoulder.

TARA: Hey, um, Dawn's kind of ready to go. Can we take her with us?

BUFFY: Yeah. She should probably get out of here.

TARA: What about you? We can wait if you want.

BUFFY: I'm fine. Thank you.

Tara rejoins the others, whispers to them and they turn to leave. Dawn looks back over her shoulder at Buffy as they lead her away.

Shot of Buffy staring at the grave with a small frown on her face. The camera lingers on her as the daylight lengthens to darkness behind her.

Shot of the grave with Buffy's feet beside it. Another pair of feet appears and walks up beside her.

ANGEL: I'm sorry.

We see Angel standing beside Buffy, both staring at the grave.

ANGEL: I couldn't come sooner.

Buffy doesn't look at him, but she nods slightly and slips her hand into his. They stand looking at the grave, holding hands.

Cut to Willow and Tara's dorm room. Dawn lies on her sleeping bag on the floor, with Willow and Tara crouched on either side.

WILLOW: Oh, Dawn. I wish I could ... help more. (Dawn doesn't look at her) The only thing is ... it'll get better. I promise.

DAWN: (looks at her) You don't know that.

TARA: Sure she does. We're witches. We know stuff.

DAWN: What? (looks from one to the other, sits up) Life goes on, and I forget Mom? (angry) Is that what you're saying?

WILLOW: Not forget, no! I, you... (looks to Tara for help)

TARA: You make a place for her in your heart. It's sort of like she becomes a part of you. Does that make sense?

WILLOW: (nods hopefully) Dawn ... hey, we don't have to talk about this now, uh, you could just go to sleep.

DAWN: No. (gets up) I don't wanna sleep.

TARA: Okay, we can just ... sit, or, or whatever you want.

Dawn goes over to a low table where the magical supplies are laid out.

DAWN: Good. 'Cause I know ... what I wanna do now.

WILLOW: Great. (she and Tara get up) What are you up for?

DAWN: You guys are witches ... and you do ... magic and ... stuff.

WILLOW: You want us to teach you something? Uh, like a-a glamour, or, or, I could ... make a stuffed animal dance.

DAWN: I wanna do a spell. I wanna bring Mom back.

Shot of Willow and Tara looking concerned.

Shot of Dawn looking determined.



Act II


Fade in on Anya and Xander in bed. Anya is on top of Xander, both covered by sheets.

ANYA: Mm. (breathing heavily, lies down and puts her head on Xander's chest) That was different.

XANDER: (breathing heavily) Yeah. It was more ... intense.

ANYA: (nods) It's because of Joyce.

XANDER: Right. (pause) Huh?

ANYA: Well, she got me thinking ... about ... how people die all the time, and ... how they get born too, and how you kind of need one so you can have the other. When I think about it that way, it ... makes death a little less sad, and ... sex a little more exciting.

XANDER: Again I say, huh?

ANYA: Well, I just think I understand sex more now. It's not just about two bodies smooshing together. It's about life. (Xander looks a little alarmed) It's about *making* life.

XANDER: (alarmed) Right, when ... two people are much older, and ... way richer, and far less stupid.

ANYA: (lifts her head to look at him, laughs) Breathe. You're turning colors. I'm not ready to make life with you, but I could. *We* could. Life could come out of our love and our smooshing, and that's beautiful. (Xander looks relieved) It all makes me feel like I'm part of something bigger. Like I'm more awake somehow. (smiles) You know?

XANDER: Yeah, I do.

He lifts his head and they kiss.

Cut to Willow and Tara still reacting to Dawn.

TARA: (steps forward) Of course you wanna bring your mother back, and ... I wish we could, but it's not possible.

DAWN: Why? You guys do magic for all kinds of things.

WILLOW: We do, but...

TARA: This is different. Magic can't be used to alter the natural order of things.

DAWN: But all you do is mess with the natural order of things. You, you make things float, a-and disappear, and-

TARA: But we don't mess with life and death. (shot of Willow looking upset) Dawn, I know how bad you hurt.

DAWN: You don't. (upset) They put her in the ground.

TARA: They did, and it's awful and unfair, but this isn't the way.

WILLOW: I'm not even sure it's possible, Dawn. I mean, I've ... seen things on resurrection, but ... there's books and stuff ... but I guess ... the spells ... backfire?

TARA: That's not the point.

WILLOW: That's not the point. The, the point is it's bad ... because ...

TARA: Because witches can't be allowed to alter the fabric of life for selfish reasons. Wiccans took an oath a long time ago to honor that.

DAWN: So it's possible ... to bring someone back? They wouldn't have taken an oath if thy didn't know they could do it.

TARA: Maybe they could, but we can't.

WILLOW: She's right, Dawn. It's too dangerous.

DAWN: You said you wanted to help me.

Dawn makes an annoyed sound and goes to lie down on her sleeping back with her back turned. Willow kneels beside her.

WILLOW: Dawn...

Willow touches Dawn's shoulder but she jerks away, turns over so her back is to Willow again. Willow looks over at Tara. Tara looks concerned.

Cut to: graveyard, night. Pan across trees and graves. We discover Buffy and Angel sitting on the ground under a tree, leaning against it. Buffy has her legs curled under her and leans against Angel's shoulder. They both look at the grave as they talk.

BUFFY: The funeral was ... (sighs) it was brutal, but it's tomorrow that I'm worried about.

ANGEL: What's tomorrow?

BUFFY: That's exactly what I don't know. Up until now, I ... I've had a road map. Things to do every minute, having to do with Mom.

ANGEL: Tomorrow the stuff of everyday living resumes.

BUFFY: And everybody expects me to know how to do it, because ... (sarcastically) I'm so strong.

ANGEL: You just need some time. I'm sure everybody understands that.

BUFFY: Time's not the issue. I can stick wood in vampires ... but Mom was the strong one in real life. She always knew how to make things better ... just what to say.

ANGEL: Yeah ... you'll find your way. I mean, not all at once, but...

BUFFY: (shakes her head) I don't know. I keep thinking about it ... when I found her. If I had just gotten there ten minutes earlier...

ANGEL: You said they told you it wouldn't have made a difference.

BUFFY: They said ... "probably" ... wouldn't have made a difference. The exact thing they said ... was "probably." I haven't told that to anyone.

ANGEL: Doesn't make it your fault. You couldn't have done anything different.

BUFFY: (annoyed sigh) I didn't even start CPR until they told me. I fell apart. That's how good I am at being a grownup.

ANGEL: Buffy...

BUFFY: And it'd be okay if it was just me I had to worry about. But Dawn...

ANGEL: Look, it's okay. I know you don't feel like it now, but you are strong, Buffy. You're gonna figure this out. And you have people to help you. You don't have to do this alone.

BUFFY: (looks at the sky) It's gonna be light soon.

ANGEL: I can stay in town as long as you want me.

BUFFY: How's forever? Does forever work for you?

She turns her head to look at Angel, sighs and sits up to look him in the face.

BUFFY: (apologetically) That's a bad idea. I'm seriously needy right now.

ANGEL: Let me worry about the neediness. I can handle it.

They look at each other, then Buffy leans in and kisses him. They kiss softly for a moment. Then it gets a little more heated and they pull away, both breathing harder.

BUFFY: (looks down) I told you. (Angel sighs) You better go.

ANGEL: (another sigh) I'm sorry.

BUFFY: (firmly) No. I'm so grateful that you came, Angel. I didn't think I was gonna be able to make it through the night.

ANGEL: (looks up at the sky) Well, we still have a few more minutes until I have to go.

BUFFY: Good.

She puts her head on his chest and leans against him. He puts his arm around her shoulders.

BUFFY: Good.

They sit quietly together.

Cut to: exterior hospital, night. Ben walks out, wearing a jacket over his hospital scrubs. He turns a corner and see Jinx lurking. Jinx sees Ben and walks toward him.

BEN: (angrily) Tell my sister I'm sick of running into her Jawa rejects.

JINX: She ... bade me come to you. The news of your relationship with the Slayer-

BEN: We don't have a relationship.

JINX: But ... you attempted to court her, did you not?

BEN: You're more fun when I hit you.

JINX: It's just, Glory ... would like to encourage this interest of yours in the Slayer. It might lead to more information about the key.

BEN: And why would I share that with the most unstable one?

JINX: Time ... is running short, sir. Every moment you fight Glory, you're only fighting yourself, you see?

BEN: Fine. Let the best me win. Let Glory understand this: I won't help her find the key. I would never do that to an innocent- (stops himself)

JINX: An innocent? The key? That's an interesting choice of words.

BEN: No, that, that's not what I-

JINX: I understand, sir. I'm sorry to have bothered you, I'll ... take my leave.

He begins to leave but Ben stops him.

BEN: You understand what? When I said it's innocent, I didn't mean that the key is ... it's not a person.

JINX: Of course not.

BEN: You're gonna run and tell her, aren't you? Do you understand what's going to happen if she finds the key? How many people are going to die?

JINX: Please, I heard nothing.

BEN: I can't let that happen.

Shot of Ben's hand taking a dagger from Jinx's belt.

BEN: Don't you see?

Ben stabs Jinx with the dagger. Jinx gasps.

BEN: I can't.

He pushes Jinx to the ground, looks around nervously.

Cut to: Dawn lying on the floor, covered with a blanket. We see her from the back.

WILLOW: (OS) We're heading down to breakfast.

We see Willow sitting beside Dawn. Dawn turns over to look at her.

DAWN: I'm not hungry.

WILLOW: Oh. Okay. (We see Tara standing nearby, holding schoolbooks. Dawn sits up) It's just, we have class after that, and I, I didn't know if you want to go home, or...

DAWN: I was gonna sleep some more. Giles said he'd pick me up whenever.

WILLOW: Oh, okay, great. Sure, uh, hang out. (smiling) I have a, a break around lunchtime. I can come back.

DAWN: (sullen) I might not be here.

WILLOW: (still smiling) Well, I'll try my luck.

Dawn looks away.

TARA: Take care, Dawn.

Willow gets up, picks up her bag, looks back at Dawn. Dawn doesn't look at her. Willow walks to the door, pauses, framed in the shot with her bookcase behind her.

Close shot of Willow's hand hanging by her side, the bookcase in the background. She wiggles her fingers, closing them into a fist. One of the books slides out so that it sticks out from the rest.

Willow walks out of the shot, revealing Dawn behind her still sitting on the floor.

Shot of the bookcase with the one book sticking out. Sound of the door closing.

Dawn gets up and goes to the bookcase, pulls out the book, opens it. It is titled History of Witchcraft.

DAWN: (reading table of contents) 'Age of Levitation ... War of the Warlocks...' (flips pages) 'Resurrection -- A Controversy Born.'

She flips the pages quickly, finds the spot, reads quickly, then looks up with a thoughtful expression.

Cut to: exterior magic shop, day.

Cut to inside. Dawn is pretending to dust while really examining the merchandise. We see Anya doing something behind her. Dawn moves over to a cart full of books and dusts them while reading the spines. Anya follows, supervising. In the background we see Giles. He looks over.

GILES: You don't have to do that, Dawn, just, just relax.

ANYA: Yes, sit down. We have some very amusing chicken feet you can play with.

DAWN: That's okay.

ANYA: Don't you watch television? I thought all children despise effort and enjoy cartoons.

DAWN: (rearranges some books) Um, I like being useful. It keeps my mind off things.

GILES: (approaches) Then useful you shall be. I can always use a hand.

He comes over to the customer side of the counter. Anya and Dawn stand behind it.

ANYA: (anxious) But you have a hand. A paid hand. A hand that isn't the hand of illegal child labor.

GILES: (rolls his eyes) Anya.

ANYA: (nods in understanding, turns to Dawn) But of course, it's wonderful that you find doing my job so distracting. (smiles) I am unthreatened. Proceed. (walks away)

GILES: Yes, uh, carry on, Dawn.

Giles starts to move away too, but Dawn speaks up quickly to stop him.

DAWN: Is there anything I should know, like, um, off-limits stuff? Willow told me that some of the books and things are ... kind of dangerous?

GILES: Quite right. Um, but they're all labeled, and, and, and, uh, kept off the floor. Most of our, uh, more potent texts and potions are all up there.

He points upward. shot of the loft, a fairly narrow section full of bookcases.

GILES: If anyone asks you about anything in that area, just come and get me. (turns away)

DAWN: Okay. Anything else?

GILES: Oh, um, well, if you like, uh, I could teach you how to ... work the cash register, you can ring up sales.

DAWN: Cool.

ANYA: (approaching) Ring up sales? With the money? She gets to fondle the money?

Giles gives her a look. The door-opening bell sounds.

ANYA: (excited) Customer! (walks off) Hello, customer!

GILES: (to Dawn, resigned) I'll just be a moment. (moves off)

ANYA: (in background) I'll help you!

DAWN: (as Giles passes her) No problem.

Dawn watches to make sure both Giles and Anya are occupied. Then she puts down her feather-duster and picks up her backpack. She climbs the ladder to the loft, looks over the books, grabs one and puts it in her pack. She picks up a small vial and it clinks against the others. She winces and looks to see if anyone heard, then puts it in her pack too, begins to climb back down. Below, Giles goes through the bead curtain (which separates the customer area from the office area) and Dawn freezes until he moves past. Then she continues climbing down. She reaches the bottom and turns to see Giles standing a little bit away. He didn't see her climbing down.

GILES: Dawn.

DAWN: Uh-huh? (quietly lets her backpack drop to the floor)

GILES: Do you wanna come watch this, uh, transaction that Anya's doing? Then I'll let you try.

DAWN: You got it.

She walks off, leaving the camera to linger on her backpack.

Cut to: graveyard, night. Dawn kneels by the fresh grave, opening a jar. Overhead shot of her. She scoops some dirt from the grave into the jar and caps it. She reaches over to smooth down the remaining dirt, looks around nervously, brushes her hands off. We see someone come up behind her.

SPIKE: I hope it's just dirt you're after.

Dawn turns in surprise.

SPIKE: If the spell calls for anything more than that, you're into zombie territory, and that's bad news.

DAWN: (shakes her head anxiously) Spike, I-I wasn't...

SPIKE: I know good and well what you're up to. That book you've got is infamous.

DAWN: Please ... don't tell Buffy. I just ... I have to get her back. (anguished) I have to.

SPIKE: I'm not gonna tell, little bit.

Dawn looks surprised.

SPIKE: I'm gonna help.




Fade in on a phonograph with a record on the turnstile. The song is "Tales of Brave Ulysses" by Cream (same song that Giles and Joyce listened to in "Band Candy").

SINGER: touch the distant beaches with tales of brave Ulysses...

Pull out to reveal Giles standing next to the phonograph in his apartment. He has a glass in his hand.

SINGER: How his naked ears were tortured by the sirens sweetly singing...

Giles goes over to a chair and sits.

SINGER: For the sparkling waves are calling you to kiss their white-laced lips...

The song goes into a guitar riff. Giles slowly takes a sip from his glass and sits staring at nothing.

Cut to Spike and Dawn walking down the street of downtown Sunnydale, night.

SPIKE: I've never used this bloke's services myself, but there's talk. Word is he knows everything there is to know about resurrection spells.

Dawn looks a little nervous.

SPIKE: Come on now, no worries.

DAWN: You don't have to be all nice to me. I know why you're doing this.

SPIKE: Do you now? Enlighten me.

DAWN: (frowns, stops walking) Spike, I'm not stupid. You're, like, stalking my sister. (Spike stops, turns to look at her) You'd do anything to get in good with her.

SPIKE: (takes a few steps closer; firmly) Buffy never hears about this, okay? (looks around) Found out what I was doing, she'd drive a redwood through my chest.

DAWN: Then, if you don't want credit, why are you helping me?

SPIKE: (looking at the ground, quietly) I just don't like to see Summers women take it so hard on the chin, is all. (looks up, speaks angrily) And I'm dead serious. You breathe a word of this to Buffy, I'll see to it that *you* end up in the ground. Got it?

DAWN: Yeah. Got it.

Cut to: Glory's apartment. Glory is walking down the stairs into the living room, followed by several sycophant demons.

GLORY: Where is he? He should have been back hours ago.

MURK: I'm sure Jinx is on his way, your ... new and improvedness. He's most loyal to-

GLORY: Hey! He better be loyal.

The door opens and two more demons enter, half-carrying Jinx between them. He has his arms around their shoulders but is conscious.

GLORY: Jinxie?

She rushes forward and takes one of Jinx's arms around her shoulders. The displaced demon goes to shut the door.

GLORY: Oh, no, no! Oh, mind the rug, honeys, blood's a bitch. (to Jinx) Was this the Slayer, I'll pull her wings off!


They put Jinx on a sofa.

JINX: It was Ben.

GLORY: Ben? (turns away) Ben? Oh god, you pointless, stupid lout! Oh, I hate you, I hate you, (pulls several handfuls of hair off her head) I hate youuuuu!

JINX: The key! He told me.

GLORY: The key?

She turns back to him, still holding handfuls of hair.

GLORY: What about the key?

JINX: He indicated that it was a person, most ... (searching for words) ... highest ... you.

GLORY: (smiling hopefully) The key's in human form?

JINX: I believe so ... (searching for words) good one.

GLORY: (delighted) Ahh!

She sits on the sofa and pulls Jinx into a hug.

GLORY: Jinx, you robed stud, you're my man! I'm even gonna let you slide on the lame toadying on account of your dying and stuff.

Jinx looks a little surprised to hear this. He looks to Glory but she is talking to the other demons. Jinx looks from her to the other demons to his wound as Glory talks.

GLORY: So, the key's all secreted away in a flesh wrapper! (gets up and paces) This narrows the search from now on in a serious way, I mean we didn't have a clue. It could have been a log, or, or a bicycle pump, or whatever, am I right?

Jinx has fallen asleep or unconscious on the sofa.

GLORY: Uch, get him fixed, would ya? (smiling, plops down on another sofa) I wanna hear the whole story again, without all that annoying moaning.

Cut to: an apartment. A black cat jumps over a globe in the foreground and runs offscreen as the door opens and we see Spike. He holds the door open for Dawn, who enters cautiously.

DAWN: This place belongs to a magic guy? It smells like grandpa.

Spike closes the door. The camera pulls back so we can see piles of books and papers all over a table.


We see a door leading into another room, partly obscured by a curtain. Behind the curtain there's a figure standing.

SPIKE: Anybody home?

The figure moves through the curtains. Spike and Dawn look apprehensive.

The figure emerges and turns out to be a small elderly man wearing glasses and a bathrobe. He looks surprised to see them.

DOC: I know you.

SPIKE: I don't think so, mate.

DOC: No, no, you're that guy, that, that guy, hangs around down at the corner mart. (Spike looks confused) Big into dominoes, aren't you?

SPIKE: Can't say as I am. Look, we came here because- (stops because Doc is laughing)

DOC: That's crazy, isn't it? I mean, I, I, I'd swear, you were that guy. (Dawn looks nervous) I mean, your hair's a different color and you're a vampire, but uh, other than that...

DAWN: (to Spike) Maybe we should just go.

DOC: No. Now, just because the lights are dim doesn't mean the juice is all gone. What can I do for you?

SPIKE: This one's mum kicked it a few days back.

DOC: Ohh. I'm so sorry. (Dawn looks down)

SPIKE: So we were wondering, what's to be done about it. Heard you were the one to ask.

DOC: (concerned) Ohh ... no, no, that's, uh, you don't wanna mess with that. Uh, I know some tonics, uh, make the grieving fly by-

DAWN: (shakes head) I don't want any tonics.

DOC: Either one of you witches? Got any experience with, uh, spells of this magnitude?

Dawn shakes her head. Spike just looks grim.

DOC: Didn't think so.

Suddenly he reaches out and pulls some hair from Dawn's head. She gasps.


Spike steps forward but doesn't do anything. Doc takes the hair over to a lamp and holds it up to the light. Dawn gives Spike an angry look, holding the side of her head.

DOC: Well, your mother's a good candidate, at least. Strong DNA.

DAWN: Right.

Doc turns and begins examining the stuff on his shelves. He hums the theme from Prokofiev's "Peter and the Wolf." Dawn watches.

Shot of Doc with his back turned. From underneath his bathrobe a greenish, scaly tail pokes out. Dawn sees it and her eyes widen. She turns to Spike, but he is lighting a cigarette and by the time Dawn catches his attention, Doc has turned again and the tail is hidden again.

Doc continues humming, looks at a pile of books, picks up a large one and smiles triumphantly at Dawn, holding it up. He carries the book over to a table, still humming the same tune. Dawn and Spike follow. Doc puts the book on the table and flips the pages.

DAWN: I've gathered some ingredients. But the spell I found ... there's things on it I don't understand.

DOC: We've got the ghora demon standing between you and success, that's the translation you were missing.

SPIKE: Ghora, I've heard of those. They local?

DOC: Yeah, they like to stick close to the hellmouth. (Spike nods. Doc reads from the book) Egg of the ghora gives life. (looks up at Dawn) It's key to the spell.

DAWN: Can you buy it, this ... egg, or-

DOC: If it was as easy as making an omelet, everyone would try it. (Dawn looks chastised) No. You have to steal the egg from the nest of the demon. (looks at Spike) And the ghora won't be happy about it.

SPIKE: Where do we find this demon?

DOC: First things first. We'll need an image of your mother. A photo, a painting.

DAWN: No problem.

DOC: Once you get all the ingredients together, put them in the center (makes circular gestures) of a sacred circle. With the photo of your mother. (Dawn nods) Then... (reaches for a small notebook) say this incantation... (begins to write) three times. (Spike listens closely) She won't appear, you know, poof. (Dawn listens very carefully) It'll take ... a while, (smiling) but she will come to you. (tears off the page, hands it to Dawn) Got it?

DAWN: Got it.

DOC: Oh. Anything goes wrong, the only way to reverse the spell ... is to destroy the image of your mother, understand?

DAWN: I'll do it right.

DOC: It's a tricky spell, girl. I can't say for sure your mother will come back exactly like she was. (shots of Dawn and Spike listening) Sometimes these ... things ... get a little off.

DAWN: But she'll still be my mother. (frowns) Won't she?

DOC: More or less.

He walks off. Dawn looks apprehensive.

DAWN: (weakly) Good. (a little stronger) Good.

Dawn and Spike go to the door. Doc follows.

SPIKE: And the ghora?

DOC: Oh, right, sorry. Um, go in the sewer entrance near Tracy Street. The opening's, um, on the left. Can't miss it. Just follow that down.

Spike goes to open the door as Dawn takes out a wad of money and begins removing some bills.

DOC: No, no. Keep your money. (smiles, removes his glasses)

DAWN: Oh. Thank you.

Still smiling, Doc holds out his hand and they shake.

DOC: You just keep in touch now. Let me know how it goes.

Dawn smiles slightly and nods.

Closeup of Doc's face. Suddenly, his eyes go all black (the whites turn black too). Dawn jerks her hand out of his in startlement. Doc pulls his own hand back as Dawn takes a step backward, apprehensive.

DAWN: I-I-I will.

Spike opens the door. Dawn gives Doc one last nervous look and exits. Spike follows her out, closing the door.

Shot of Doc still smiling. As soon as the door closes, his smile drops away.

Cut to Spike and Dawn walking down a dark alley. Spike carries an axe. They come to a spot where the wall looks all slimy and rough.

DAWN: It's here. Just like he said.

SPIKE: (looking into the hole) Well, at least we know the old coot isn't completely daft. Look, you better let me snatch this egg thing on my own.

DAWN: No way. I'm going.

SPIKE: (firmly) No ... you are not. I've got no idea what's down there.

DAWN: You need me, Spike. Somebody's gotta get the egg while you distract the ghora. Now come on.

She turns and strides into the opening. Spike shakes his head, sighs and hefts his axe.

SPIKE: Well, what do you know. Bitty Buffy.

He follows Dawn into the hole.

Cut to Dawn making her way down stairs. The walls are stone, covered with vines. Spike follows close behind. We can hear the demon growling.

They reach the bottom and look up.

Shot of the demon, which looks like a huge lizardy thing sleeping on a pile of rocks. The noises are actually snores. Spike and Dawn move over to the wall and hide behind some vines.

DAWN: Doesn't look so bad.

SPIKE: (scoffs) Wait till it wakes up. That's usually when the bad starts.

Shot of the nest behind the demon's tail. There are several eggs in it, about the size and shape of footballs but pink with purple spots.

DAWN: I can't get to the eggs unless it moves. No way.

SPIKE: (grinning) I'll make it move. You just be ready.

He moves past her and strides toward the demon, lifting the axe.

SPIKE: Hey! Ghora! Heads up.

The demon wakes and sits up. It has three heads.

SPIKE: (staring) Right then. Heads it is.

Dawn comes forward.

Spike hits one of the heads with his axe. The heads rear back and then strike at him.

SPIKE: ? (sorry, can't make out this line)

Dawn hurries over to the nest and tries to grab an egg but the demon's tail lashes at her. She jumps back as the demon tries to twist around and look at her.

SPIKE: Hey, get away from her!

Spike hits the demon some more, regaining its attention. Dawn grabs an egg and runs back to the base of the stairs.

DAWN: Spike, come on!

SPIKE: That's it.

Spike gives one last thrust and buries the axe in one of the demon's necks. He runs to rejoin Dawn.

As they start up the stairs, Dawn trips and drops the egg. It bursts open, leaking bright blue stuff.

SPIKE: Leave it, Dawn.

DAWN: I can't. Mom.

SPIKE: It's too dangerous and I haven't got-

Dawn turns and runs back toward the nest.

SPIKE: -a weapon!

Dawn runs to the nest, screams as the demon turns to confront her. One of the heads is inches from her face.

Spike throws stones at the demon's head. It turns to him and lashes at him with its tail, knocking him over.

Dawn grabs another egg and gets up.

One of the demon's heads bites Spike in the stomach and he screams with pain. He shoves it off and gets up as Dawn backs away quickly.

SPIKE: No, that's it.

Spike gets up, holding his side with one hand. With the other, he grabs the axe from the demon's neck and slams it into the demon's chest. The demon screams as blue blood seeps out. Spike pulls the axe out again.

DAWN: Spike!

Spike joins her at the stairs. The demon continues screaming.

DAWN: Sorry!

SPIKE: Did you get it?

Dawn holds up the egg to show him.

SPIKE: Don't be sorry then.

He goes up the stairs, pulling her after him as the demon's noises fade away.

Cut to: exterior Summers house, night.

DAWN VOICEOVER: Osiris... giver of darkness...

Cut to Dawn's bedroom. She has a sheet on the floor with a circle of candles on it, and she kneels by it, pouring something from a vial, onto her hands. She smears it on the sheet, drawing a circle around a cauldron in the middle.

DAWN: Taker of life ... god of gods... accept my offering. Bone, flesh, breath ...

She completes the circle.

DAWN: Yours ... eternally.

Closeup of a picture of Joyce, leaning against the cauldron.


Shot of Joyce's grave, night.

DAWN VOICEOVER: Flesh, breath...

Closeup of the photo.

DAWN VOICEOVER: I beg of you...

Zoom in on Dawn's face, lit only by the candles.

DAWN: ...return to me.

She takes a shaky breath.



Act IV


Fade in on Willow and Tara's dorm room. Tara sits on the bed studying. Willow lies on her stomach next to Tara, writing in her diary.

WILLOW: What did I have for breakfast this morning? Do you remember?

TARA: Hmm?

WILLOW: I-I wanna say bagel, but I think that was yesterday. You had two eggs sunny-side-up. (grins) I remember 'cause they were wiggling at me like little boobs.

TARA: (grins) Sassy eggs. (Willow continues writing) What are you writing this for?

WILLOW: My journal.

Tara puts her book aside and lies on her stomach next to Willow. She puts her hand on Willow's non-writing hand.

TARA: That's new.

WILLOW: Yeah. I-I figured, life goes by so fast, if you don't write stuff down it just gets ... lost. And I wanna remember.

TARA: Down to every last bagel.

WILLOW: (grins, looks Tara in the eye) Down to every last everything I do with you.

Willow returns to writing, the fingers of her other hand still twined with Tara's. Tara looks past Willow toward the bookcase.

TARA: Huh.

WILLOW: (stops writing) What?

TARA: What happened to History of Witchcraft?

Tara gets up as Willow tries to hide her guilty look.

WILLOW: I, uh, i-it isn't there?

Willow sits up as Tara goes to the bookcase and checks out the empty space.

TARA: Dawn must have taken it.

WILLOW: (anxiously) No she didn't! Did she? (gets up and goes quickly toward Tara)

TARA: This is bad, this is really bad.

WILLOW: (anxiously) But, i-it's just a history book. I-it might answer some of her questions. I-I don't think she could do any ... harm with that stuff, could she?

TARA: Well, it's not a how-to guide, but it refers to specific resurrection spells and potions.

WILLOW: But I-I didn't ... I mean ... hey! How'd she know that?

TARA: I-I don't know, but ... god, what else did she take?

WILLOW: Nothing! I-I think. I think n... she took nothing else. But maybe she did, and we should probably look. Because who knows? I-I don't.

TARA: No, no, we can't waste time on that now. We don't know what she's up to.

WILLOW: (nodding) We have to call Buffy. Now.

Cut to Buffy entering the Summers house. The phone is ringing. Buffy tosses down her keys, pulls off her jacket as she hurries over to the phone.

BUFFY: Hello?

Cut to the cauldron in Dawn's room. We see that it is filled with the blue goo from the ghora egg. Pan up across the broken eggshell and the piece of paper with the spell written on it. Dawn is still kneeling, with her hands on her knees.

DAWN: Bone ... flesh ... breath ... yours eternally. Bone, flesh, breath, I beg of you, return to me.

Buffy bursts in.

BUFFY: Dawn.

Dawn doesn't move.

BUFFY: What have you done? (rushes over to Dawn) What have you done?

DAWN: (standing) She's coming. She's coming home.

Dawn turns and runs out of the room. Buffy reaches down and picks up the picture of Joyce, stares at it for a moment, turns and follows Dawn.

Cut to Dawn rushing down the stairs with Buffy in close pursuit. The house is dark.

BUFFY: Dawn! Dawn!

Dawn reaches the bottom of the stairs and turns to face Buffy, who comes right up in her face.

BUFFY: You have no idea what you're messing with. Who knows what you actually raised, what's gonna come through that door!

DAWN: (tearful) No, I-I know. It'll be her.

BUFFY: No. Now, Tara told me that these spells go bad all the time. People come back ... wrong.

DAWN: Not Mom. He told me her DNA-

BUFFY: (grabs Dawn by the upper arms) Who told you? Who helped you?

DAWN: (angry) Nobody, let me go.

BUFFY: You have to stop it. Reverse it.


Dawn wrenches free of Buffy's hold, grabs the picture of Joyce and goes into the living room. Buffy follows.

BUFFY: Dawn, you know this is wrong. You know you can't let this happen. Not to Mom.

DAWN: (quietly) But I need her. I don't care if she...

Cut to: shot of a pair of feet walking on grass. The feet are wearing pale blue pumps, and we can see the hem of a pale blue skirt.

DAWN VOICEOVER: I'm not like you, Buffy.

Cut back to the living room.

DAWN: I don't have anybody.

BUFFY: What?! Of course you do. You have me!

DAWN: No, I don't. You won't even look at me. It's so obvious you don't want me around.

BUFFY: That's not true.

DAWN: (harshly) Yes it is. Mom ... died, and it's like you don't even care.

BUFFY: (shocked, with tears in her eyes) Of course I care. How can you even think that?

DAWN: How can I not? You haven't even cried. You've just been running around like it's been some big chore or something. Cleaning up after Mom's mess.

Buffy slaps Dawn across the face. Dawn yelps and puts her hand to her cheek. Buffy puts her hand over her mouth in horror.

BUFFY: (tearful) Dawn ... I've been ... working. I've been busy, because I have to-

DAWN: (tearful) No! You've been avoiding me.

BUFFY: I'm not! ... I have to do these things, 'cause ... (crying) 'cause when I stop, then she's really gone.

Dawn frowns in confusion.

BUFFY: And I'm trying. Dawn, I am, I am really trying to take care of things, but I don't even know what I'm doing. Mom always knew.

DAWN: Nobody's asking you to be Mom.

BUFFY: Well, who's gonna be if I'm not? Huh, Dawn? Have you even thought about that? Who's gonna make things better? (crying harder) Who's gonna take care of us?

DAWN: Buffy...

BUFFY: I didn't mean to push you away, I didn't. I just, I couldn't let you see me.

Dawn begins to cry too.

BUFFY: Oh god, Dawnie...

We see the two of them from the side, facing each other. In the background, the living-room curtains are drawn. A shadow moves past the window, silhouetted against the curtains. The girls don't notice.

BUFFY: (still crying) I don't know what we're gonna do. I'm scared.

DAWN: Buffy...

Sound of someone knocking on the front door.

Buffy whirls around, no longer crying.

BUFFY: (small smile) Mommy?

Zoom in on the inside of the door.

DAWN: (alarmed) Buffy.


Buffy runs toward the door. Dawn swiftly picks up the photo of Joyce.

Shot of the door from Buffy's perspective as she runs toward it.

Dawn stares at the photo for an instant, makes up her mind. She rips the photo in half.

Buffy pulls the door open.

Shot of the view out the front door. There's nothing there. Just darkened city street and the house across the street. Sound of crickets chirping.

Shot of Dawn looking sad.

Shot of Buffy looking sad.

Dawn comes forward into the foyer. Buffy turns to look at her.

BUFFY: (voice breaking) Dawn.

She begins to sob. Dawn comes forward and hugs her.

DAWN: It's okay.

They sink to the floor, holding each other tightly and crying.

DAWN: It's okay.


Executive Producer: Joss Whedon.

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