Sunnydale After Dark
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Written by: Steven S. DeKnight
Directed by: James A. Contner
Airdate: May 8, 2001


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

Monks running in fear.

The dying monk talking to Buffy.

MONK: We had to hide the key ... made it human...

Monks chanting.

MONK: ...and sent it to you.


Glory smashing through the warehouse.

BUFFY VOICEOVER: Tell me what kind of demon I'm fighting.

QUENTIN TRAVERS VOICEOVER: Glory isn't a demon, she's a god.

GLORY: Did you know your sister took my key, Dawnie, and she won't give it back. I bet you know where she put it, don't you?

Spike and Dawn in the magic shop.

SPIKE: (reading) They had to be certain the Slayer would protect it with her life, so they sent the key to her, in the form of a sister.

BEN: You're the key. Go. Before she finds you, she's here!

Ben morphing into Glory.

Spike talking to Buffy in his underground cavern.

SPIKE: I love you.

BUFFY: The only chance you had with me was when I was unconscious.

Buffy kneeling atop Orlando in "Checkpoint."

BUFFY: Let's see what you are.

Buffy removing Orlando's mask.

BUFFY: Or who you are.

ORLANDO: One soldier in a vast army.

The knights chanting in a circle.

KNIGHTS: The key is the link. The link must be severed.

Glory talking to a tied-up Orlando.

GLORY: Where ... is ... the key?

ORLANDO: I'd die a thousand deaths before I'd tell you.

Glory putting her fingers into Orlando's brain.

Willow running through crowds of people.


Glory putting her fingers into Tara's brain.

WILLOW: Tara! No!

Tara sitting on the bench. Willow running over to her.

WILLOW: Tara, I'm so sorry.

BUFFY: What are you gonna need?

WILLOW: They gave me a lot of stuff to keep her calm.

Willow kissing Tara on the forehead.

Glory breaking down the wall. Dawn and Buffy jumping up.

GLORY: I told you this wasn't over.

TARA: (gasping, staring at Dawn) Oh, look at that, look at that. Such pure green energy!

Glory smiling.

Episode opens where "Tough Love" left off. Buffy and Dawn stand staring at Glory. Willow kneels on the bed next to Tara who is still staring up at Dawn.

Buffy whirls, grabs Dawn by the hand and runs straight through the door into the dorm hallway. They crash to the floor amid broken pieces of door.

Glory laughs and starts after them. Willow holds up a hand. Glory suddenly can't move. She makes an angry face.

Buffy and Dawn get up, run down the hall.

Willow wraps her other arm around Tara, continues holding up her right hand while speaking some Latin.

Glory goes flying backward, off the side of the building into some bushes.

Willow and Tara get up and run out.

Buffy and Dawn run through the lobby of the building. It's full of students walking, sitting, standing, talking, reading, etc. Buffy still has Dawn by the hand. They run to the doors and outside.

Glory comes crashing through the wall into the building. People scream and run away. Glory walks forward, looks around, sees the door Buffy and Dawn just exited.

Glory turns into a blur as she moves forward at superhuman speed.

Buffy and Dawn run across grass. More students are all around, staring as they go by.

DAWN: Buffy!

BUFFY: We have to keep moving!

DAWN: I can't!

Dawn falls to the ground. Buffy hauls her back up and scoops Dawn up in her arms, jumps over a bench and continues running. She crosses the lawn, goes across a paved pathway, heading toward the street.

Glory, still a super-fast blur, moves across the lawn toward them.

Buffy, still carrying Dawn, comes out onto the sidewalk and suddenly Glory is in front of them. Buffy puts Dawn down and they both stare fearfully at Glory.

GLORY: I really hate it when people touch my things.

Buffy and Dawn just stand there looking scared.

GLORY: Last words, slay-runt?

BUFFY: Just one. Truck.Glory looks to her right, too late, as a huge semi smashes into her.

Buffy and Dawn run off in the other direction.

Glory lands on her back on top of a parked car, smashing its roof in. She starts to sit up, then stops with a jerk.

GLORY: No! Not now, you idiot! Let go-

She morphs into Ben.

BEN: -of my body!

Ben rolls off the car onto the ground, looks around. He's wearing Glory's dress.

BEN: Oh, god.

Wolf howl. Opening credits.

Guest starring Clare Kramer, Charlie Weber, Wade Andrew Williams, Karim Prince, and Amber Benson as Tara. Written by Steven S. DeKnight, directed by James A. Contner.


Act I


Open on Xander's apartment. Dawn stands in the middle of the room telling the story.

DAWN: A-and then whoosh! All of a sudden Glory's standing right there in front of us, (we see Giles standing listening, and Buffy peering out through the closed window blinds) all skanky and blonde and thinkin' she's all that (shot of Xander and Anya sitting, listening) just 'cause some bumpy heads kiss her stinky feet ... (pauses, very quietly) She does have nice feet. (louder) A-and she's comin' right at us, and- (shot of the whole room. Willow and Tara sitting on the sofa) Buffy's just standing there not even blinking, like "Bring it on," and then, wham! (smacks one fist into the other hand) Hell-bitch in orbit.

XANDER: Go, Buff!

GILES: I knew you'd best Glory eventually, I mean all-all our years of training-

BUFFY: (still staring out the window) A truck hit her.


ANYA: You threw it at her?

DAWN: Well, no. She more kind of waited for it to hit Glory. Uh, but then Buffy ran really fast and we got away. (shot of Willow and Tara on the sofa. Tara still stares blankly at Dawn.)

BUFFY: I don't know how we got away. That truck couldn't have slowed her down for more than a second.

GILES: Well, how isn't important, all that matters is that the two of you are safe.

Buffy scoffs, turns to look at him.

BUFFY: Safe? (angrily) We've barely been able to manage not getting seriously dead every time we've crossed paths with Glory. Now that she knows that Dawn is the key?

Giles and Dawn look chastised.

GILES: There must be something in the Book of Tarnis that we've missed, something we can use against Glory.

Buffy turns to look out the window again.

ANYA: Piano!

XANDER: Because that's what we used to kill that big demon that one time!

Buffy turns to look at them with a confused frown.

XANDER: No wait, that-that was a rocket launcher. (turns to Anya) Ahn, what are you talking about?

ANYA: We should drop a piano on her. Well, it always works for that creepy cartoon rabbit when he's running from that nice man with the speech impediment.

GILES: (rolls his eyes) Yes, or perhaps we could paint a convincing tunnel on the side of a mountain. Let's just keep thinking, everyone. (to Buffy) Perhaps we should reassemble at the magic shop, see if there's anything-

BUFFY: We can't fight her.

GILES: (surprised) W-well not yet, no, but-

BUFFY: No, not ever. She's too strong, Giles. We're not gonna win this with, with stakes, or spells, or pulling out some uranium power core. She's a god and she's coming for us. So let's just not be here when she starts knocking.

ANYA: Run away?

Buffy looks at her.

ANYA: Finally, a sensible plan.

XANDER: That's not what she meant. (to Buffy) Is it?

BUFFY: Well, we can't stay here! She'll just kill us off one by one until there's no one left standing between her and Dawn.

GILES: Buffy, we all understand the severity of the situation, but there must be another way.

BUFFY: (harshly) No. We stay, we die. Show of hands for that option.

Everyone is silent.

BUFFY: All right. Nobody goes home, nobody tells anybody we're leaving. Just pack up whatever supplies we need and that's it, we're gone.

DAWN: (quietly) Cool. Don't have to study for that geometry test.

XANDER: (quietly) What about wheels? I don't think everybody's gonna fit in the Xandermobile.

BUFFY: Just get your stuff together. I'll handle the rest.

She turns to look out the window again.

Cut to: Glory's apartment. Ben comes down the stairs to the main room, wearing regular clothes, followed by a minion, Gronx. Gronx holds Glory's dress and speaks with a female voice (although she looks just like the others).

GRONX: This is, this is terrible. I'll never be able to mend this.

BEN: Not really my color anyway. (sits on the arm of a sofa)

GRONX: Oh, yes. Inappropriate humor. (fake laugh) Most amusing. Don't suppose you know what led to this sartorial tragedy.

BEN: That's not how it works, you know that.

GRONX: Yes, of course. I just thought maybe after her magnificent incandescence was returned to this ... manly and ... (looking Ben up and down) painfully handsome assemblage ... you might have noticed something interesting? A key in human form, perhaps? Lounging about unattended?

BEN: If I did, do you really think I would tell you?

GRONX: Why do you insist on fighting the inevitable? No one can stand against her blindingly scrumptious luminescence.

BEN: Glory. Her name is Glory, and she's your god, you little scab, not mine.

GRONX: With all due respect and-and fear of sharp objects, you exist, sir, only because of her divine greatness.

BEN: You mean her divine failure, don't you?

Gronx squints angrily at him. Ben gets up to pace.

BEN: I didn't ask for any of this. I just want to be normal.

GRONX: We play the hand we're dealt.

BEN: Nothing's mine, is it? This life, this body, it's all infected. The only thing I ever cared about she's taken away from me. You know why I wanted to be a doctor?

GRONX: Flattering drawstring pants?

BEN: To be close to people. To witness their lives and their deaths, to be there alongside them, a part of everyday humanity. (sighs) Maybe it's the drugs. (walks past)

GRONX: Drugs, sir? (follows him)

BEN: Find the right combination, keep her buried where she belongs.

GRONX: Impossible! Her magnificence can never be fully contained! She is a perfect, all-encompassing light, one you should feel honored to be bathed in.

BEN: Oh, yeah, I'm thrilled. Especially with the part where she gets her key back and I cease to exist.

GRONX: True, this oh-so-appealing form will of necessity be shrugged off.

BEN: Not if I get the key first. (turns to leave but Gronx stops him)

GRONX: And if you did ... what then? Could you do it? (Ben looks annoyed) Take a human life with your own hands? (comfortingly) Oblivion is such a small inconvenience in the service of a deity. Accept your fate. I mean, you said it yourself. This life was never really yours anyway, was it?

BEN: It doesn't matter how I came by it. It's mine. And I plan on keeping it.

Cut to: city street, day. Willow and Tara sit on a bench while Giles, Anya, and Xander stand. They all have bags of stuff and are watching the cars go by.

ANYA: Anybody else feel that?


ANYA: Cold draft of paralyzing fear.

GILES: We just need to stay calm.

WILLOW: (skeptical) Calm, right.

XANDER: Hey, we gotta be like Sergeant Rock. Cool and collected in the face of overwhelming odds.

ANYA: *Over*whelming? (turns to him) How much more than whelming would that be exactly?

GILES: Look, everything will be all right, we just need to stay here calmly. As soon as Buffy arrives-

A large Winnebago (RV, motor home) drives up and screeches to a halt in front of them. The windows are all covered with aluminum foil. The door swings open.

GILES: -we'll feel oddly worse.

They all pick up their stuff and climb into the Winnebago.

Cut to inside. Looking from the driver's seat back, on the left there's a small kitchen area with sink; on the right, a booth with a table. Farther back there's a door leading into a back bedroom.

Willow and Anya look with interest at the driver's area as they and Tara move to sit around the table. We see Buffy sitting at the table already, studying maps.

Giles and Xander enter. Giles looks at the driver's area too, does a double-take.

We see Spike sitting in the driver's seat, wearing a large pair of black goggles.

GILES: (grimly) What's he doing here?

SPIKE: Just out for a jaunt. Thought I'd swing by and say howdy.


BUFFY: (looks up from the table) He's here because we need him.

XANDER: The hell we do.

BUFFY: If Glory finds us, he's the only one besides me that has any chance of protecting Dawn.

XANDER: Buffy, come on-

BUFFY: (jumps up angrily) Look, this isn't a discussion! He stays. Get over it.

She takes one of the maps and storms into the back room, slamming the door. Dawn watches anxiously.

Spike grins hugely. Giles glares at him.

SPIKE: Buckle up, kids. Daddy's puttin' the hammer down.

Spike puts the RV in gear and begins driving. Everyone clutches the walls and each other for balance.

Shot of the RV rolling down the street. The front windshield is completely covered with foil except one small rectangle that has been cut out in front of the driver's seat.

Cut to: interior hospital. A nurse hands a clipboard and pen to a guy wearing a baseball cap.

NURSE: Sign here.

Shot of the paper on the clipboard. The guy signs: first name Dante, last name illegible.

We see two other guys standing behind him, also wearing baseball caps.

NURSE: Okay, that should do it.

Dante nods, turns to the other men. They start to walk off. The taller man is Orlando. He stares blankly ahead of him.

DANTE: (to the other man) See. Did I not tell you how easy it would be for us to-


The men stop walking as in the background the nurse comes out from behind her counter. Dante and the other man exchange a look. The second man begins to pull a dagger out of his jacket. The nurse comes over to them.

NURSE: (pointing at Dante's hand) My pen.

Dante hands her the pen with a slight smile. She takes it and goes back to her desk. The other man puts away his dagger as he and Dante lead Orlando away.

Cut to a forest. Dante, Orlando, and the other man move carefully down a slight rise. Orlando looks around at the sunny sky and the trees with wonder.

ORLANDO: The trees are singing water.

Dante ignores him, stops walking, looks around. Rustling noise from some bushes. They look over as a man emerges from the bushes, wearing battle armor. He has the mark of the Knights of Byzantium on his forehead and several long scars running down the side of his face.

GREGOR: You have him.

DANTE: Yes, General.

Dante and the other man remove their baseball caps, revealing the marks on their foreheads. General Gregor comes forward.

DANTE: Our brother has returned to the fold.

GREGOR: Welcome home, Orlando. (puts his hand on Orlando's shoulder) I swear by my sword your sacrifice ... will not go unavenged.

Orlando seems fascinated by the medal or amulet hanging around the general's neck. He reaches out to touch it.


GREGOR: Yes, I suppose it is.

ORLANDO: Pretty little girl, she's shiny too.

GREGOR: (to Dante) Watch him, make sure he's comfortable.

ORLANDO: So shiny. Pretty little shiny key.

GREGOR: The key? You've seen it?

ORLANDO: Pretty ... little shiny girl.

Gregor and Dante stare at Orlando.

GREGOR: The monks, they've made it human.

DANTE: We know the Slayer's protecting the key. If what Orlando says is true...

Gregor turns back to the bushes. We see a large number of knights standing in formation. One knight stands closer, guarding.

GREGOR: Prepare to advance!

KNIGHT: Yes sir.

GREGOR: (turns back) We end this now.

He stalks off with the knights following. The camera rises so we can see them emerging from the trees. Some are on foot, some on horseback. Hard to tell exactly how many there are, but there are a lot.



Act II


Open on the Winnebago driving down residential streets. The hole in the foil is larger than before. It screeches around a corner.

Cut to inside. Giles is driving. Dawn, Willow, Tara, Anya, and Xander sit around the table. Spike sits on the floor beside Dawn, looking irritated. Willow is studying a book.

ANYA: Shouldn't somebody be asking, "Are we there yet?"

Willow looks up from her book briefly, then returns to it.

ANYA: (to Xander) Isn't that what small entertaining children do?

Xander doesn't reply. He looks ill.

DAWN: That kinda only works if you know where you're going.

Anya nods, ponders. Xander groans softly.

ANYA: (calls to Giles) Do we know where we're going yet?

SPIKE: We'd already be somewhere if Captain Slowpoke would give up the wheel. (Giles looks annoyed) Hey! Gramps! Bloody step on it!

GILES: Step on what? I've driven tricycles with more power.

Everyone looks up as the vehicle jostles and bumps.

XANDER: (groans) Is anybody else queasy?

ANYA: (rubs his arm sympathetically) He doesn't travel well. He's like fine shrimp.

SPIKE: (to Dawn) I shoulda nicked that Porsche I had my eye on. There's just enough room for me, you, and big sis.

Xander gives Spike a queasy glare.

SPIKE: What?

XANDER: Would you give it a rest, or...

SPIKE: Or what, you're gonna toss your cookies on my shoes?

XANDER: Or you can be undead man walking. See how fast you can hitch a ride with a flaming (gulps) thumb.

SPIKE: Fine. (quietly) Shrimp.

Xander gags, gets up and stumbles to the front, falls into the passenger seat beside Giles.

XANDER: That guy is bloodsuckin' the last nerve right outta me.

GILES: Well, Buffy has a point. In a confrontation, Spike may prove...

Giles looks back as Spike gets up off the floor and takes the seat Xander just vacated.

GILES: ...useful.

XANDER: (still queasy) I don't know if Buffy's thinkin' too clear on that one, or anything else right now. (gulps) I've never seen her so...

GILES: She's ... been through more than her fair share of late. She just needs a chance to catch her breath, regroup. She'll be all right.

XANDER: Yeah. She'll ... (gulps) Yeah.

Shot of the RV going down the road. It seems to have left the city and is now on a highway.

Cut to back inside. Willow continues studying her book. Dawn peers over her shoulder.

DAWN: Any luck?

WILLOW: Uh, if you define luck as the absence of success, plenty. (shot of Anya and Spike listening) There's a couple barrier spells, but... (we see Tara next to Willow, staring past her at Dawn) they only work on a fixed locus. Haven't found anything that'll work while we're still moving.

TARA: So pretty, can I have one?

Tara tries to reach past Willow to touch Dawn. Willow gently pushes Tara's arm back.

WILLOW: (to Tara) Come on. (pushes Tara back into her seat)

DAWN: Anyone hungry?

ANYA: Ooh! Snacks! The secret to any successful migration.

Anya reaches into her backpack and pulls out a frying pan, reaches in again.

ANYA: Who's up for some tasty fried meat products?

She holds up a can of SPAM. No one looks interested.

Tara reaches over to the window and opens the blinds. Sunlight streams in, hitting Spike's hand.

SPIKE: Hey! Aah!

Spike jumps away from the table as Willow pulls Tara back from the window.

WILLOW: Tara, no! What did I tell you?

Tara whines loudly in protest. Spike cradles his smoking hand.


Tara continues whimpering. Willow pulls Tara's head to her chest to comfort her, looks over at Spike.

WILLOW: I'm sorry. She, she didn't mean to.

Spike nods understanding.

WILLOW: She doesn't know what she's doing. (Tara continues whimpering)

DAWN: We know.

SPIKE: No biggie. Look, the skin's already stopped smoking. You go ahead and play ... peek-a-boo with Mister Sunshine all you like. It keeps the ride from getting boring.

TARA: (upset) All the light is gone. (crying)

WILLOW: No, shh, baby. The light's still outside, okay?

Dawn watches with concern. Willow continues trying to comfort Tara.

TARA: All dark. All dark.

Cut to the psych ward at Sunnydale Hospital. All the patients, strapped down in their beds, are also saying "All dark." They repeat this over and over. Then one of them says "Soon" and they all start saying "Soon, soon."

Cut to a section of floor with candles set out and symbols written on the floor in red dirt. A pair of hands throw runestones onto the symbols. The camera pulls out and we see we're in Glory's apartment. Gronx and Murk sit on the floor casting the runes.

GRONX: It's coming. The signs are in alignment, and soon victory will be in our grasp. (they smile) All we need do is seize the moment ... and squeeze until it bleeds.

They both smile happily.

Cut to the RV driving through the desert on what looks like a dirt road. Mountains in the background.

Cut to inside. Buffy sits in the back room, leaning against the wall. The door opens and Dawn peeks in.

DAWN: Hey. I think Anya's gonna try to cook. Wanna come watch the tears and recriminations?

BUFFY: (small smile) Maybe later.

Dawn starts to retreat, pauses, leans back in and gathers her nerve.

DAWN: Thanks.

BUFFY: (looks up) For what?

DAWN: You know. Pretty much everything.

BUFFY: (sarcastic) Yeah. I'm doin' a great job.

DAWN: (firmly) You are.

BUFFY: (scoffs) I'm the Slayer. The chosen one. All mythic and defender-y. Evil nasties are supposed to flee from me. Not the other way around.

DAWN: You're not fleeing. You're ... moving at a brisk pace.

BUFFY: Quaintly referred to in some cultures as the big scaredy runaway.

Dawn comes fully inside, closes the door and walks over to sit beside Buffy.

DAWN: It's the most amazing thing anyone's ever done for me.

Buffy looks over at her with a pained expression, then away.

BUFFY: (voice breaking) It just keeps coming. Glory ... Riley ... Tara ... Mom.

DAWN: (pause) I know. But there's a bright side.

BUFFY: There is?

DAWN: At least things can't get any crazier. Right?

Suddenly they both jump as an arrow shoots through the window and lands in the wall a little ways from Buffy's head. Dawn stares at it in horror. Buffy gives her an almost amused look.

BUFFY: You know this is your fault for saying that.

Dawn doesn't seem to see the humor.

Buffy pulls down a corner of the Venetian blinds to peek outside.

KNIGHT: Come on now!

We see a bunch of knights riding horses up alongside the Winnebago, swinging their weapon.

KNIGHT: Bring up the rear! Let's go!

Buffy and Dawn stare for a moment, then Buffy turns away from the window and sighs.

The RV drives on. The knights are about a hundred feet back but closing fast.

Buffy and Dawn rush into the main cabin.

BUFFY: Giles!

GILES: I see them.

SPIKE: See who?

Shot of the side mirror with the knights reflected in it.

Several knights ride up alongside the RV on either side. One has a crossbow and shoots another arrow into the side.

Spike jumps aside as the arrow appears in the wall beside him.

XANDER: Arrows!

SPIKE: Bloody hell!

XANDER: They're throwing arrows!

Tara peeks out the window.

The knights continue to ride up alongside the vehicle. They shoot more arrows.

BUFFY: Dawn, get down under the table.

Buffy pushes Dawn to the floor. Anya also ducks under the table.

TARA: (peeking out) Horsies!

The knights shoot more arrows. Willow pulls Tara away just as an arrow appears in the wall beside her.


Willow and Tara duck under the table. Arrows appear in the wall beside Giles.

GILES: Weapon?

Buffy tosses a bag to Spike.

SPIKE: Hello! You're driving one!

WILLOW: Don't hit the horsies!

BUFFY: Oh, we won't!

Buffy moves up next to Giles.

BUFFY: Aim for the horsies.

Shot of the horsemen reflected in Giles' mirror.

Giles turns the wheel trying to hit them, but the horses move out of the way. Giles swings the wheel again to get back on the road. Shot of Spike looking grim.

Long shot of the RV being pursued by the horsemen.

Cut closer as one of the men rides up alongside the back of the RV, grabs onto the ladder on its side and climbs on, letting his horse gallop away. He climbs up onto the roof.

Cut inside. Xander sits by the table.

XANDER: Did we shake 'em?

The knight's sword stab through the ceiling inches from Xander's head, making him jump. Giles and Buffy look up.

Shot of the knight pulling his sword free.

Buffy moves back toward the rear. Spike continues looking in the bag of weapon.

The knight stabs down again.

BUFFY: Stay low!

The knight stabs again.

BUFFY: Watch out for the-

The sword point comes in directly at Buffy's head. Spike reaches up with both hands and grabs the sword, stops it from stabbing Buffy in the head. She ducks.

The knight tries to pull his sword free but can't. Spike continues holding onto it with both hands.

SPIKE: Now might be a good time for something heroic.

The knight continues trying to free his sword.

Buffy looks around.

BUFFY: Xander! Hatch!

Buffy climbs up on the table and opens the hatch in the roof. Xander boosts her up and through it. She emerges behind the knight. We see the other horsemen still riding alongside.

The knight sees Buffy, pulls his sword free. We hear Spike yelling in pain.

The knight thrusts at Buffy. She ducks, backs away from his second swing, wheels and kicks his legs out from under him. He goes down and Buffy gets on top of him, blocks another swing, punches him. He drops the sword.

Cut to inside. Spike sits at the table beside Dawn. His hands are bloody and he has some rags. He tries to use his teeth to rip them up.

Cut to above. Buffy punches the knight in the face a few times, then he blocks and punches her. They grapple, he kicks her in the head and she falls over the side, holding onto the railing along the top of the RV. She hangs there as a knight rides alongside holding a mace.

Cut to inside. Spike holds his bloody hands on the table as Dawn rips up the rags. Tara and Willow emerge from under the table. Giles continues driving. They all look up as we hear the sounds of fighting on the roof.

Cut to outside. The knight crouches above Buffy to hit her, but she kicks upward and he falls back. Buffy vaults back up onto the roof. They both stand and face off.

Another knight rides alongside and throws a grappling hook onto the railing. He begins climbing up the side.

Buffy punches the first knight, whirls around and kicks him. He falls off the side with a scream.

The second knight reaches the roof as another grappling hook catches on the railing.

Cut to inside. Dawn ties the rags around Spike's hands.

DAWN: Keep the pressure on.

SPIKE: I always do, sweet bit.

A knight busts through the window and they both shriek and jump aside. The knight tries to grab Dawn. Spike yells in pain from the sunlight.

Giles looks back. shot from outside of the side of the van with the knight hanging on it, his upper half inside the window. Sounds of Spike and Dawn and the knight yelling.

Cut back inside. Tara and Willow cower as Anya appears and begins hitting the knight in the head with her frying pan. He loses his grip and falls to the ground below.

ANYA: Not a piano, but hey.

Giles glances back, continues driving.

Cut to the roof. Two soldiers now face Buffy, one with an axe, the other with a mace. She punches the one with the axe, kicks the other one, kicks the first one, ducks to take a mace blow on her back, punches the mace-wielder, does a back-flip and kicks them both in the faces.

Cut to inside. Willow and Anya sit on either side of Tara trying to comfort her as she looks anxious.

Cut to above. Buffy picks up the first knight's sword from where he dropped it, twirls it around. The mace chain wraps around the sword blade and she uses it to pull the knight closer. Behind him the knight with the axe tries to attack but Buffy kicks him away. She spins the mace-holder around, knees him in the stomach and throws him off the side of the RV, taking the mace and the sword with him.

Buffy ducks an axe swing, kicks the knight in the chest, grabs his axe hand and hits him with her other hand. He gets hold of her from behind as another knight climbs up the ladder. Buffy hits the axe hand. The knight yells and lets go of the axe, which Buffy grabs. She swings it at him and he ducks, then she kicks him and he falls over the side.

Buffy throws the axe and it slams into the chest of the knight on the ladder. He screams and falls backward off the RV.

Cut to inside. It seems quiet. Spike is on the floor with Dawn crouching over him, Willow and Anya and Tara on the other side of the table, all listening. Giles peers out at his mirror.

Shot of the back end of the RV with the road retreating away, clear of all knights.

Giles lets out a sigh of relief. Xander does the same although he still looks queasy. Giles glances back.

GILES: Everyone all right?

Everyone seems to be all right.

Giles smiles slightly as he turns back to the road.

Only to see another knight on horseback coming straight at him, holding a spear.

Giles looks horrified and tries to twist the wheel.

The knight throws the spear. It flies through the window and into Giles' side, impaling him. He gasps and is thrown forward onto the steering wheel. Everyone shrieks and gasps as the RV jostles, out of control.

Shot of Buffy still on the roof, struggling to keep her balance. She leaps off the roof, lands on the ground and rolls.

She sits up in time to see the RV go careening off the road, fall over onto its side, and come to a stop in a huge cloud of dust.




Open on the Winnebago still lying on its side with dust drifting slowly around it. It's on a dirt road in the desert, just a few trees and telephone poles on either side. In the background we can see the gang walking along. Spike has a blanket covering his head. Buffy and Xander support Giles with his arms over their shoulders.

XANDER VOICEOVER: We gotta find shelter.

SPIKE VOICEOVER: Yeah, right bloody quick. I'm burning up out here.

Cut to: overhead shot of an abandoned gas station with a rusting old truck in front of it. The gang walks up to the building.

Cut to the entrance. Spike goes first, kicking the door open and hurrying inside. The others follow.

BUFFY: Careful.

Dawn coughs from the dust, watches with concern as the others bring Giles in. Anya closes the door behind them. Inside, it looks like an empty room with little or no furniture. The windows are boarded up but incompletely, so stripes of light enter the room. There's a long sort of counter halfway in.

BUFFY: Spike.

Spike and Xander help Buffy bring Giles over to the counter. Giles groans in pain. The lower left side of his stomach is covered in blood.

XANDER: Careful. Up.

BUFFY: Okay, Will?

WILLOW: I'm on it.

Giles groans more as Xander and Spike lift him onto the counter. Spike also groans in pain from his wounded hands.

WILLOW: Oh, careful!

Spike finishes helping Giles onto the counter and hurries out of the sunlight. Willow and Tara come up next to Giles. Willow puts a bag under Giles's head. He is sweaty and panting.

Buffy goes over to Dawn.

BUFFY: Are you sure you're okay?

DAWN: Yeah. B-but Spike's hurt.

Buffy turns to Spike, grabs his wrist to look at his injured hands.

SPIKE: Ow! Easy with the delicates.

BUFFY: (to Dawn) They'll heal.

Xander and Anya exchange a look as they put down their stuff.

SPIKE: Florence bloody Nightingale to the rescue.

Buffy goes to the window and looks through the boards. Shot of the view outside: no one in sight.

ANYA: Um, you have another plan, right? (Buffy turns from the window to look at her) One that doesn't involve pointy knives and a Winnebago?

BUFFY: We-we-we'll rest here for a minute, but then we have to keep moving.

XANDER: Where?

BUFFY: (desperately) I don't know! (puts her hands to her face) We just, we, we, we can't, can't stay here. I-it's too close to the wreck, we're too easy to find.

WILLOW: Buffy!

Buffy runs over to where Willow is standing over Giles.

BUFFY: Will, how is he?

Willow has her hands on Giles's wound. Shot of Giles's face, still sweaty with blood coming out of his mouth.

BUFFY: Will?

WILLOW: I-I think I slowed the bleeding, but...

Giles continues breathing shallowly, his eyes closed.

BUFFY: Okay. Okay, just-just give me a minute.

Buffy turns away trying to think.

Suddenly a flaming arrow shoots through a boarded-up window and embeds in the wall opposite. Everyone turns.

BUFFY: Dawn, get down!

Another fiery arrow breaks through some glass that's left in a window.

Xander pulls the first arrow out of the window and stomps out the fire on the ground.

Buffy pushes Dawn behind the counter. Dawn sits on the floor, protected on three sides.

More fiery arrows come shooting through the windows.

Willow pushes a whimpering Tara down to a crouch.

Xander peeks out the hole made by one arrow.

Shot of the outside. A bunch of knights are setting up, mostly hiding behind the abandoned truck and gas pumps with their bows and arrows. There are a few garbage barrels with fires lit in them.

XANDER: (OS) We got company.

More arrows shoot through the windows. Xander turns back inside.

XANDER: And they brought a crusade.

Cut to outside. The knights continue firing their arrows. The general rides up on horseback.

Cut to inside. Everyone's crouching down. Buffy runs toward the wall.

BUFFY: Willow!

We see Willow crouching beside the counter, with one hand stretched up to keep pressure on Giles's wound while her other hand is flipping the pages of a magic book. Tara huddles next to her whimpering and covering her head.

WILLOW: I'm working on it!

Buffy and Spike together shove a large coffee machine in front of the door and tip it over on its side.

Cut to outside. The general sits on his horse watching the action.

KNIGHTS: Go! Go! Go! Let's move! Come on, move it!

We see multiple knights attacking the boarded-up windows of the building with various weapon, trying to break in.

Cut to inside. A knight's axe breaks through the wall right next to Dawn's head. She screams.

The knight continues hacking and then reaches an arm in. Dawn screams again.

DAWN: Buffy!

Buffy runs over to help, but a knight comes through the door beside the counter. He punches Buffy and she falls aside.

Xander and Anya hide behind something (looks like an old heater).

Spike lunges at the knight, punches him, then screams in pain and clutches his head. The knight lifts his weapon to strike Spike but Buffy intervenes, kicks him and then punches him. He punches her back.

The boards on the windows rattle as more knights pound on them and the glass shatters. Spike covers his head as glass falls on him.

Buffy kicks the knight again and he stumbles back, turns and thrusts his weapon at her but she blocks it, kicks him, then twists around and flips him over her shoulder. He falls unconscious on the floor.

Xander runs out from his hiding place and grabs the unconscious knight, begins dragging him away.

The other knights continue beat on the walls and windows, knocking out the glass with their weapon.

KNIGHT: It's clear! (?)

Dawn stands up cautiously from behind the counter and is confronted by the bleeding Giles. She looks at his wound in dismay.

The general enters. Buffy turns to look at him. He points his sword.

GREGOR: The key.

Dawn looks frightened.

Buffy picks up the knight's weapon from the ground and throws it at Gregor, hitting him in the hand, making him drop his sword. He lunges at Buffy and she hits him, making him reel aside into a pillar. He hits it face-first and falls down unconscious.

WILLOW: Enemies, fly and fall.

We see Willow sitting on the floor beside the counter, with her legs crossed holding the book. Her eyes are all black again as they were in "Tough Love."

WILLOW: Circling arms, raise a wall.

She raises her arms and a circle of light emits from them, expanding outward.

Cut to outside. The sphere comes through the walls and all the knights are forced backward, flying through the air. They land several feet away from the building as the bubble holds.

Dante hits the barrier with his sword. It shimmers but he can't get through.

DANTE: (angry growl) They have the general. Clerics!

Two elderly men in long black robes come forward. They walk up to the barrier and hold up their hands to it. One begins to chant while the other turns back to Dante.

CLERIC: Energy barrier. A most powerful one.

DANTE: Can it be breached?

CLERIC: The witch's magic pales to the might of our god. The infidels' wall ... shall tumble before us.

Cut to inside. Willow and Tara get to their feet as Buffy comes to check Giles's wound.

BUFFY: Will? How long will it hold?

WILLOW: (uncertain) Half a day maybe.

Buffy and Dawn watch as Willow goes to the window and peeks out.

Shot of the view through the window. We can see the two clerics chanting while the knights wait behind them.

WILLOW: Or till Heckle and Jeckle punch a hole through it.

Buffy and Dawn look nervous.

Spike walks forward, looking down at the ground.

SPIKE: So. What's the story with these role-playing rejects?

Shot of Gregor lying unconscious on the floor.

BUFFY: (OS) Let's find out.

Cut to Gregor tied to a pillar in a rear room of the building. Buffy stands in front of him with her arms folded.

Shot of Dawn by the door watching.

Shot of Spike off to the side.

SPIKE: You sure Scarface here can habla the English?

BUFFY: He understands me. (to Gregor) Don't you?

GREGOR: You were warned we would return, Slayer.

BUFFY: Took you long enough. What are you supposed to be, some kind of chief?

GREGOR: (sneers) General.

BUFFY: General. (takes a step forward) In charge of what, getting captured?

GREGOR: You do not frighten me, child. (looks at Dawn) The instrument of chaos must be destroyed.

Buffy steps forward to him and puts her hands firmly on either side of his face.

BUFFY: (angrily) Look at her that way again, and she will be the last thing you ever see.

She lets go and steps back.

GREGOR: As I've been told, you protect the key of the beast.

Shot of Xander watching.

BUFFY: It's not that simple.

GREGOR: Yes. The key has been transformed, given ... breath, life. Yet, this makes no difference. The key is the link. The link must be severed. (shot of Dawn looking scared) Such is the will of god.

BUFFY: (upset) She doesn't remember anything about being this key you're all looking for. The only thing that she remembers is growing up with a mother, and a sister that love her. What kind of god would demand her life for something that she has no control over?

Shot of Gregor looking unmoved.

BUFFY: We are not your enemy. (shot of Spike watching) Tell your men to stand down.

GREGOR: (looks at Dawn) No.

BUFFY: It is not her fault! She's human now! (shot of Dawn)

GREGOR: The key is too dangerous ... to be allowed to exist. No matter what form it has been pressed into.

BUFFY: I will not let anyone tell me-

Buffy breaks off as we hear a wailing from the next room and Willow saying "Shh, shh." Xander turns to look through the door.

Buffy, Dawn, Spike, and Xander go into the other room where Anya is watching helplessly as Willow tries to calm Tara.

WILLOW: Shh, shh, shh.

BUFFY: What happened?

ANYA: I-I don't know, she just went nuts.

Tara whimpers frantically and struggles to get free from Willow who is holding her still. Tara finally breaks free.

TARA: Time! Time, time!

She runs over to the boarded-up windows and claws at them. Willow runs after her and tries to pull her away. Tara breaks free and runs to another part of the wall, whimpering in agitation. The others watch helplessly.

Willow grabs Tara around the torso, pinning her arms to her sides as Tara continues whimpering.

WILLOW: Tara! (to Buffy) We have to do something! (shot of Dawn and Spike watching with concern) She, she can't stay this way. Buffy!

TARA: Time... time... time...

Cut to the hospital psych ward. All the patients are muttering "Time, time" as well, and struggling against their bonds. One of them is the man who accosted Dawn on the street in "The Real Me."

PATIENTS: Time. Time.

The nurse comes in.

NURSE: No, it's not time for your meds, just lie back-

The guy from "The Real Me" rips free of his restraints and the nurse rushes over to try to force him back into bed.

NURSE: (yelling over her shoulder) Doctor! Doctor McCarthy!

Another patient hits her over the head and she falls down unconscious. The other patients begin to break free and get up out of bed. They all walk off toward the door, muttering "Time" over and over again.

Cut to outside the gas station. Orlando is among the knights in the encampment. He walks forward, staring at the building.

ORLANDO: It's time. It's time.

DANTE: No, no, shh. There's nothing to fear, my brother.

Orlando looks unhappy. Behind Dante we can see the clerics still standing by the barrier chanting.

DANTE: The beast may have taken your mind, but I swear to you, she will never know the taste of your heart.

Dante pulls Orlando sharply toward him. Orlando groans and grabs Dante's shoulders but then slumps to the ground. Dante looks sadly down at him. We see a bloody dagger in his hand.

DANTE: Clerics! (The clerics turn) I want the witch's barrier down. NOW!

The clerics exchange a look, return to their chanting.

Cut to: closeup of Buffy's face.

BUFFY: I'm sorry.

We see she's standing beside Giles, holding his hand with both of hers. Giles is conscious.

GILES: For what?

BUFFY: We should have stayed. If we had, none of this would have happened.

GILES: Don't. (painfully) What you did ... w-was necessary ... what I've always admired.

BUFFY: (small smile) Running away?

GILES: Being able to place ... your heart ... above all else.

He breathes shakily while Buffy watches with concern.

GILES: I'm so proud of you. You've come so far. You're everything a Watcher ... everything I could have hoped for.

Buffy has tears in her eyes. She sniffles.

Giles makes a pained face, closes his eyes. Buffy looks anxiously at their entwined hands, then at Giles's stomach. He continues breathing shallowly, seems to have fallen asleep. Buffy gently removes his hand from hers.

In the background we see Willow standing over a sleeping or resting Tara, stroking her hair.

Buffy turns away from Giles with a resolute expression.

BUFFY: Willow.

Willow looks up at her.

BUFFY: Open a door.

Willow looks uncertainly from Buffy to the wall and back.

Cut to outside. A hole appears in the barrier as Buffy comes out of the building followed by Xander. Dante and a few other knights come forward. They stop at the edge of the barrier and Dante holds up a hand to stop the knights.

DANTE: Speak.

BUFFY: One of my friends was hurt when you attacked us.

DANTE: And ten of my men are dead. Honorable men. (draws his sword) Shall we balance the scale?

BUFFY: Will you let someone come and help him or not?

DANTE: Give quarter to an agent of the beast? What madness would move me to such action?

BUFFY: I'm done asking.

Buffy starts forward but Xander intervenes, stopping her, as the knights were preparing for Buffy's attack.

XANDER: Whoa, whoa, hey! Uh ... this is war, isn't it? And if there's one thing I've learned from Sergeant Rock, it is in war ... there are rules.

Dante looks stern.

XANDER: Or at least there should be, if you're as honorable as you think you are. (Buffy looks to see if Dante is convinced) Plus, we do have your general forehead guy.

Dante considers this.

Cut to: Willow, Spike, and Buffy standing beside a pay phone in the building. The phone is dark.

WILLOW: Discharge and bring life.

The pay phone sizzles and suddenly lights up. Buffy picks up the receiver, turns and nods to Willow, who looks relieved. Buffy begins to dial.

SPIKE: (to Willow) Handier than a Swiss knife. Look, the door to my crypt's got this nasty squeak, maybe you could...

Willow rolls her eyes, turns and walks away. Pan to Buffy on the phone.

BUFFY: Hey, uh, i-it's Buffy. I need to ask you a really big favor.

Cut to: exterior shot, night. A car drives up to the gas station where the army of knights stands around watching. Ben is at the wheel. He stops the car and looks fearfully out the window at the knights, who all hold weapon and glare at him. Ben takes a deep breath, picks up his black bag from the seat, and gets out of the car.

Cut to inside. Ben stands next to Giles tending to his wound, wearing surgical gloves. Buffy stands beside him with the others in the background.

BEN: You, uh, forgot to mention the costume party outside.

BUFFY: Sorry. (shot of Willow sitting over a sleeping Tara) I-I didn't know who else to call.

BEN: No, it's okay. I mean, yeah, not ... how I pictured seeing you again, but, uh ... I'll take what I can get.

Shot of Spike looking annoyed, rolling his eyes.

BUFFY: Thank you ... for coming.

BEN: My pleasure.

Ben looks past Buffy. Shot of Dawn standing a few feet away, with Xander in the background.

Ben continues looking at Dawn.



Act IV


Open on Giles's face, asleep or unconscious. Ben's hands enter the shot and put the discarded surgical gloves down next to Giles. Pan down to Giles's stomach. The bloody sweater is pulled up revealing a bandage wrapped around his abdomen.

Cut to a longer shot as Ben pulls a blanket up over Giles's stomach and packs away his stethoscope while Buffy stands watching.

BEN: All right, I think I got him saved, but there's a lot of damage. We need to get him out of here.

BUFFY: Well, I think the guys with the pointy swords kinda have other ideas.

BEN: Don't they always.

Shot of Spike in the background making a disgusted face, mimicking Ben silently, then turning away.

BUFFY: Look, I know this must seem extra "Outer Limits" to you.

BEN: This? Naah. I've seen things you wouldn't believe.

Shot of Dawn watching with Xander in the background.

BEN: (OS) You know, emergency room, full moon on a Saturday night.

Xander goes into the other room and pulls the door shut behind him.

Cut back to Buffy and Ben.

BUFFY: Look, if this gets too weird, just tell me. I'll understand.

BEN: Don't worry about me. I won't leave until I've worn out my welcome.

He smiles. Buffy smiles back, then looks with concern at Giles.

Shot of Giles breathing shallowly and unevenly. Pan down to his blanket-covered stomach.

Shot of Giles's hand lying beside his body. Buffy's hand enters the shot and takes hold of Giles's.

Cut to Spike's bloody, bandaged hands as he tries to light a cigarette. He fumbles with the lighter.

We see that we're in the back room. It's dark. Xander stands watching the tied-up general as the sound of Spike trying to light his lighter continues.

SPIKE: (whispering) Ow.

Spike shakes his hand in pain and annoyance.

Xander walks over. Spike gives him a wary look. Xander takes the lighter. Spike sighs.

SPIKE: Thanks.

Xander flicks the lighter on and holds it up to Spike's cigarette, lighting it. Then Xander closes the lighter, puts it in his pocket as Spike takes a drag.

XANDER: You know, those things'll kill you.

Spike gives him a look.

XANDER: Oh. Right.

They stand side by side, leaning against the wall, as Spike smokes.

XANDER: I mention today how much I don't like you?

SPIKE: (nods) You mighta let it slip in ... (looks at Xander) once or twice.

Xander smiles slightly, looks down at Spike's hands.

XANDER: How're your feelers?

SPIKE: (sighs, looks around) Nothing compared to the little bits we're gonna get chopped into when the Renaissance Faire kicks the door in. (points to the door; they both look over at it) And here we bloody sit.

XANDER: It's not like we got much of a choice.

SPIKE: (gestures impatiently) Could make a break for it! Use General Armor-All as a shield (shot of the general) get to the doc's car, and-

XANDER: Great plan. And while all the hacking and slashing's going on, what are you gonna be doing, huh? Throwing migraines at 'em?

SPIKE: Look, we stay here, we all die! At least this way, some of us might get-


The guys turn to see Buffy standing in the doorway.

BUFFY: We're all gonna make it. I'm not losing anyone.

Spike sighs and shakes his head but says nothing.

BUFFY: Check the supplies. See if anyone's hungry.

Xander looks at Spike, then they both walk out. Focus on Buffy as they walk past her. She stares at the floor looking pensive.

Gregor chuckles and Buffy closes her eyes briefly, then looks angrily at him.

GREGOR: Dissention in the ranks. Seldom a harbinger of glad tidings.

Buffy scowls, walks over to him and backhands him across the face.

BUFFY: Shut up.

Gregor turns his head and spits blood. Buffy turns her back to him.

GREGOR: Poor frightened girl. (she turns back) You've no idea what you've gotten yourself into.

BUFFY: (crosses arms over her chest) Why don't you tell me?

GREGOR: Would it make a difference?


GREGOR: What do you know of the beast?

BUFFY: Strong. Fast. Hellgod.

GREGOR: From a dimension of unspeakable torment.

BUFFY: A demon dimension. I know. She ruled with two other hellgods, right?

GREGOR: Along with the beast they were a triumvirate of suffering and despair. Ruling with equal vengeance. But the beast's power grew beyond even what they could conceive. As did her lust for pain and misery. They looked upon her, what she had become ... and trembled.

BUFFY: (nervously) A god afraid?

GREGOR: Such was her power. They feared she would attempt to seize their dimension for herself, and decided to strike first. A great battle erupted. In the end, they stood victorious over the beast ... barely. She was cast out. Banished to this lower plane of existence, forced to live and eventually die trapped within the body of a mortal ... a newborn male, created as her prison. That is the beast's ... only weakness.

BUFFY: Kill the man ... and the god dies.

GREGOR: Unfortunately, the identity of the human vessel has never been discovered.

BUFFY: (puzzled) I don't understand. Now, I've seen Glory. Not a whole lot going on in the hairy chest department.

GREGOR: You have seen a glimpse of the true beast. Her power was too great to be completely contained. She's found a way to escape her mortal prison ... for brief periods, before her energies are exhausted and she's forced back ... into her living cell of meat and bone.

DAWN: (OS) What about me?

Buffy turns to see Dawn standing in the doorway.

DAWN: What about the key?

BUFFY: Dawn.

DAWN: I want to know.

GREGOR: The key ... is almost as old as the beast itself. Where it came from, how it was created ... the deepest of mysteries. All that is certain is that its power is absolute. Countless generations of my people have sacrificed their lives in search of it, to destroy it before its wrath could be unleashed.

DAWN: But the monks found it first.

GREGOR: Yes, and hid it with their magicks.

BUFFY: Why didn't they just destroy it? If the key is as dangerous as-

GREGOR: Because they were fools. They thought they could harness its power for the forces of light. They failed, and paid with their blood.

DAWN: What do I do? What was I created for?

GREGOR: You were created ... to open the gates that separate dimensions. The beast will use your power ... to return home and seize control of the hell she was banished from.

Buffy laughs. The general looks at her in surprise.

BUFFY: That's it? That's Glory's master plan ... to go home?

GREGOR: You misunderstand. Once the key is activated, it won't just open the gates to the beast's dimension. It's going to open all the gates. The walls separating realities will crumble. (shot of Buffy no longer smiling. shot of Dawn) Dimensions will bleed into each other. Order will be overthrown and the universe will tumble into chaos ... all dark ... forever.

Buffy looks dismayed.

GREGOR: (staring at Dawn) That ... is what you were created for.

Dawn stares at him, then looks down.

Cut to: Buffy emerging from the back room into another room.

BUFFY: Dawn.

We see Dawn sitting on a table nearby. She has her back to Buffy.

DAWN: (not turning) You think it's true ... what he said?

Buffy walks forward with a sigh, sits next to Dawn. They look at each other.

BUFFY: I don't know.

DAWN: Destroyer of the universe. (pause) I guess cutting school doesn't seem so bad now, huh?

BUFFY: It's not you. You know that.

DAWN: But it's in me ... isn't it? It's inside me.

They look at each other for a moment, then Dawn looks away.

DAWN: What are we gonna do?

Buffy frowns slightly, then puts her arms around Dawn's shoulders and pulls Dawn close, resting Dawn's head on her cheek.

BUFFY: I won't let anything happen to you. I promise.

They sit there quietly. Buffy sighs.

Cut to the back room. Willow is trying to feed Tara while Gregor, still tied up, watches.

TARA: (upset) Wriggling!

WILLOW: Come on, Tara, you have to eat something.

Tara turns her head aside and whimpers. Anya walks up.

ANYA: Want me to try?

WILLOW: I don't know. I'm gettin' used to pickin' fruit out of my hair.

Pan over to the general. Nearby we see Ben standing over a small sink doing something with gauze.

GREGOR: (whispers) You!

Ben stops what he's doing but doesn't look at Gregor.

GREGOR: You are not a part of this, are you?

BEN: (still not looking at him) Just a friend of the family.

GREGOR: Would you die for them?

Ben turns to look at him.

GREGOR: Because that is what your future holds if you align yourself with the Slayer and her misguided people.

BEN: (walks a little closer, angrily) It's my life, and I'll do what I please with it.

GREGOR: It's not just your life. Unimaginable legions will perish, including everyone here. (whispers) You can stop this. You can save all their lives by ending one. The little girl. The key. Destroy it, and the will of the beast will be broken, she will fade, a distant memory ... (shot of Ben listening, looking uncertain) and all of this madness will end.

Ben just glares at him.

Cut to Dawn standing over Giles, watching him as he continues to sleep, breathing raggedly. Ben walks up and Dawn gasps in surprise.

BEN: Sorry.

Ben puts his hand on Giles's wrist and takes his pulse.

DAWN: Is ... is he gonna be okay? (shot of Xander watching)

BEN: He was hurt pretty bad, Dawn. (releases Giles's wrist)

DAWN: It's because of me. It's all my fault.

BEN: No it isn't.

Ben goes past Dawn to get his bag.

DAWN: You don't know what's happening.

BEN: I don't have to. (takes a syringe from the bag, begins filling it) I just know that sometimes terrible things happen to good people. It shouldn't, but ... it does.

He pulls down the plunger, filling the syringe with liquid. Dawn continues watching Giles. Ben flicks the needle to make sure it's flowing.

BEN: It's nobody's fault.

He turns back, holding the needle up.

Shot of Dawn with her back to Ben.

Ben moves slowly closer to her.

BEN: It's just the way life is.

He walks past Dawn and puts the needle to Giles's arm. Dawn sees it and gasps.

Shot of the needle injecting into Giles. Dawn frowns in distaste.

DAWN: Is that gonna help?

Ben doesn't answer. He turns away.

DAWN: Ben?

The syringe falls to the ground.

Ben has his back to Dawn, puts a hand shakily to his forehead. Dawn stares at him looking very scared.

Cut to Ben running into the main room.

BEN: You have to let me out.

Dawn follows him in. The others begin to gather.

DAWN: Ben?

BEN: You don't understand, I gotta get out, open a door now!

Buffy and Spike run up next to Dawn.

BUFFY: What happened?

DAWN: I-I don't know, he just freaked out.

BEN: (frantically) Let me out!

BUFFY: Okay, W-Will, open a door.

Willow turns away from Tara to see what's going on.

BEN: No! Ha!

Ben puts his hands to his head and suddenly morphs into Glory, who turns the movement into a stretch. She slowly brings her arms down and looks around.

Buffy and Dawn stare in horror. Buffy pushes Dawn behind her.

Glory looks around in surprise.

Shot of Willow looking scared, reaching for Tara.

Glory begins to smile.

Shot of Xander and Anya watching.

GLORY: Well, what do you know. Little Ben finally did something right.

GREGOR: The beast.

GLORY: Hey, it's Gregor.

She grabs a hubcap that's hanging nearby and throws it like a Frisbee. It flies into the general's chest. Everyone stares. Gregor falls forward against his bonds, dead.

GLORY: Now it's not.

Spike rushes at Glory with a yell, Xander right behind him. Glory hits Spike and he crashes backward into Xander. They both fall against the wall.

Tara looks upset as Willow lowers her head and closes her eyes.

Buffy rushes at Glory as the guys try to get up. Glory hits Buffy and she crashes into Willow, both of them hitting the wall and then falling to the floor.

Glory turns to look at Dawn, gives a little laugh. Dawn looks frightened.

Glory runs forward and grabs Dawn. Anya grabs Dawn from the other side but Glory pulls her free and begins running out.

DAWN: Buffy!

Buffy painfully tries to get up as Glory, dragging Dawn by the hand, crashes out the door.

Cut to outside. Glory and Dawn burst out, run forward and into the barrier, which stops them. We can hear the knights shouting.

GLORY: Yeah, right!

Glory swings her free arm at the barrier and breaks a hole in it. She runs through it, pulling Dawn with her. We hear the knights yelling battle cries.

The hole begins to close as Buffy emerges from the building. She runs into the barrier just as it finishes closing. She can't get past it.

BUFFY: Dawn!

Sound of knights yelling and swords clashing. Buffy turns and runs back inside, moving with a slight limp.

Cut to inside. Buffy enters.

BUFFY: Willow!

Willow lifts her head. Her eyes are black again.

BUFFY: Get it down, now!

WILLOW: Hear, hear my plea.

Buffy runs back out again.

WILLOW: Circling arm protecting me.

Cut to outside. Buffy comes running out as the barrier disappears. Buffy limps forward and looks around.

All the knights are lying dead on the ground.

Buffy walks forward slowly, looking around at the corpses in horror.

Spike, Xander, Willow, Tara, and Anya burst out, slow down when they see the scene.

WILLOW: We have to- (stops)

Buffy walks slowly forward, looking around.

Pan across the men lying dead. We see Dante among them, still alive.

DANTE: The beast.

Spike and Xander staring around.

Tara whimpers and hides her face in Willow's shoulder.

SPIKE: (points) The car. Get the keys.

Spike and Xander run off. Buffy continues staring.

Willow, Tara, and Anya start forward.

WILLOW: Buffy! Buffy, we have to find Dawn. We, we can't let Glory-

Buffy abruptly sits down on the ground.

WILLOW: Buffy? Buffy!

Tears run down Buffy's face. Willow and Tara walk over to her.

WILLOW: Buffy, you have to get up! We need you!

Buffy just sits, the tears flowing, staring in front of her.

WILLOW: (OS) Buffy, please! (echoing) Buffy...


Executive Producer: Joss Whedon.

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