WILLOW
(voice-over)
Previously on Buffy the Vampire Slayer:

XANDER
Oh God.

Season VII: Stone Cold

ANYA
I want us back Xander.

XANDER
Ahn...don't. I don't know if I feel the same way anymore.

ANYA
Is this because of Spike?

XANDER
It's because of us.

Season VI: Seeing Red

SPIKE
Get nice and comfy Slayer. I'll be
back. And when I do... it's all
gonna change.

Season VI: Grave

DEMON
Your soul is returned to you.

Season VII, Episode I: Stone Cold
BUFFY looks up in shock to see SPIKE holding a stake in front of her.

BUFFY
Spike?

Season VI: Seeing Red

WILLOW
Tara? Come, on baby. Get up. Please. Tara...

Season VI: Villains
WILLOW absorbs dark magicks.

WILLOW tortures WARREN.

Reaction shot to the flaying from BUFFY and XANDER.

BUFFY
What did you do?

Season VI: Grave
XANDER spreads his arms to the Dark WILLOW who's trying to destroy the world.

XANDER
I love you, Willow.

WILLOW
Stop...

XANDER holds WILLOW as she sobs.

Season VII: Stone Cold
WILLOW sees TARA's grave.

WILLOW's eyes turn black. In the background BUFFY fends off another vampire. WILLOW speaks something.

WILLOW
[In Latin]
Fly.

The vampire that knocked into the grave looks towards WILLOW for forgiveness before at immense speeds he flies towards a tree near by. The vampire is impaled on one of the tree's branches.

BUFFY looks across and therefore loses concentration.

BUFFY
No!

Two vampires grabs BUFFY from behind.

WILLOW turns to BUFFY. Her eyes return to their normal size and colour. WILLOW glances back to the grave.

WILLOW
I'm sorry.

WILLOW runs.

FEMALE VAMPIRE
With the slayer gone the Mother can arise.

BUFFY
All this...for your mother?

DAWN closes her eyes and brings the point of the scissors down into her skin.

ANYA
[Off-Screen]
Dawn...

The scissors clatter to the floor. DAWN turns to see ANYA standing behind her.

DAWN
Please. Don't tell Buffy.

ANYA
I am here to help you. Not cause you more
pain.

DAWN
You think vengeance is gonna help me?

ANYA looks away.

ANYA
No vengeance. Vengeance doesn't work.

VAMPIRES trap ANYA and DAWN

VAMPIRE
Goodnight precious.

DAWN
[Softly]
No! No! No!

VAMPIRE bends down and bites into DAWN's neck.

TEASER

Scene: Sunnydale Hospital Main Entrance [Int.], Night
XANDER kicks open the double doors of the hospital, ANYA right behind him. He's cradling an unconscious DAWN in his arms.

XANDER
Need help here!

ANYA
Hurry, she's dying! Please!

XANDER gives ANYA a sharp look. A NURSE and an INTERN hurry over to them.

INTERN
What happened here?

XANDER
(no longer has the patience for this routine)
You know what...she's lost a lot of blood. Fix her,
and then fill in whatever explanation you want.

The INTERN takes her from his arms and lays her on a gurney. He starts to examine her with the help of the NURSE #1, an ORDERLY standing at the ready, as another NURSE (#2) comes over to ANYA.

NURSE #2
Are you two alright?

ANYA
(very upset)
We're fine. We're not the ones who are dying. Help
Dawn.

XANDER
(still watching DAWN while he speaks)
Ahn, take it easy.

ANYA
Well, what kind of nurse is she that she can't tell the
injured people from the scared-out-of-their-minds
people?

XANDER
(to INTERN)
How is she?

INTERN
Vitals are weak. Let's move, people.

INTERN, NURSE and ORDERLY start running down the corridor with DAWN's gurney. XANDER and ANYA try to follow but are stopped by NURSE #2.

NURSE #2
I'm sorry, you can't go with them.

XANDER
But...

NURSE #2
Are you family?

XANDER and ANYA exchange desperate looks.

XANDER
Not by blood. But we're as close as-

NURSE #2
(not caring)
Where are her parents?

XANDER
She lives with her sister...she doesn't know.

NURSE 2
You want to get a hold of her. In the meantime, there
are forms...

ANYA
(still very shaken, but needing to help)
I can do that. I'm good with forms. My penmanship is
excellent, and I can calculate sales tax in my head.

NURSE 2
(a bit startled)
Come with me, I'll show you where you can wait.

XANDER and ANYA start to follow her.

ANYA
Is Dawn gonna be okay? No one's said the reassuring
'she'll be okay' thing, Xander.

XANDER reaches for her hand.

XANDER
(not convincing)
She'll be okay.
(despairing)
I've gotta tell Buffy. How am I gonna do that?

Scene: Cemetery [Ext.], Night.
BUFFY and SPIKE are huddled behind a mausoleum, hiding from the vamps from Episode I. SPIKE keeps looking around the side.

SPIKE
Think we lost 'em.

BUFFY
Good.

SPIKE
Yeah.

Awkward silence ensues. Neither can quite look at the other

BUFFY
So. You're back.

SPIKE
Yeah.

Another long silence. Mondo tension.

BUFFY
For good?

SPIKE
(surprised)
Good? Sorry?

BUFFY
Are you back for good?

SPIKE
(considering, then a bit ironic)
Jury's still out on that. Depends on a few things.

BUFFY
Like what?
(suddenly remembering)
Willow!

SPIKE
No, doesn't have a bit to do with her.

BUFFY
No, I've got to find her. I've got to go home.

SPIKE
Now? I thought we could have a chat about a few
things...

BUFFY
Look, a lot of things happened while you were gone.
With Will, and...and other things...and now is not a
good time to talk about it.

SPIKE
(angrily)
Well, did it ever occur to you that maybe I've gone
through a few...changes...and how long have you
chirped like a cricket when you walk?

BUFFY stops and pulls out a cell phone, giving him an exasperated look.

BUFFY
Hello...Xander? Did Will...what? Dawn! Oh my God!
Where?

SPIKE
(reacting to her tone, very concerned)
What happened to Dawn?

BUFFY
(ignoring him)
How is she?

Close up of BUFFY's face listening to XANDER growing pale and frightened. Dissolve to:

Scene: Hospital [Int.], Night
A matching shot of DAWN's pale face in the hospital.

CREDITS

ACT I

Scene: Hospital Corridor outside the ER, Sunnydale Hospital [Int.], Night
XANDER and ANYA are leaning against the walls in the hospital corridor, facing each other, both expressions looking bleak. They stand up straight when they see BUFFY and SPIKE running down the corridor.

BUFFY
(to XANDER)
Where's Dawn?

XANDER indicates the door to the room within the ER where DAWN is being worked on.

XANDER
They're working on her.

BUFFY tries to move past him and XANDER blocks her.

BUFFY
I want to see her-

XANDER
They're not allowing anyone to. They're still...she's ...
we just have to wait.

BUFFY
But I'm her sister! I have to be with her, Xander. She
needs me!

XANDER
And you're here. And she knows you're here. She does.

BUFFY breaks down and XANDER gathers her into an embrace. ANYA and SPIKE share an awkward glance then move away from each other, studiously avoiding looking at BUFFY, XANDER or each other.

BUFFY
(back to business because she can't deal with this right now)
Someone tell me exactly what happened.

ANYA
Vampires. W-well, one...vampire. There were more
than one, there were a bunch, but only one that...that...

BUFFY
(accusing)
You were there?

ANYA
I tried to...I tried. One of the other vampires, had me...
I couldn't...

XANDER
She couldn't have stopped it, Buffy. There were too
many of them.

BUFFY
I should have been there.

SPIKE
You can't be everywhere, pet. Couldn't have known
this was gonna happen.

XANDER
Will needed you...

BUFFY looks up.

BUFFY
Xander…

XANDER
(panicked)
Where's Willow?

Scene: Los Angeles, Apartment Hallway [Int.], Night
WILLOW approaches a door with a rusty letter D on it, hesitates for a second, then knocks tentatively. She waits. Nothing. She knocks harder and harder, eventually pounding on the door somewhat desperately until it opens.

OZ is standing there.

The only sign of his surprise is a raised eyebrow.

OZ
Willow. Hey.

WILLOW
(suddenly unsure)
Oz. Hi. I...this was a mistake...

OZ
Okay.

He waits. She doesn't move. There's a beat, then.

WILLOW
(on the verge of tears)
It's just...would it...would it be bad...a bad thing...if I
asked you to hold me right now?

OZ
(smiling softly)
I can't think of a universe where that would be a bad
thing.

Scene: Oz's Apartment [Int.], Night
WILLOW steps into the room and he pulls her into his arms. The hug is warm but a bit awkward.

WILLOW
I've missed this.

OZ pulls away. There's a bit of pain in his eyes.

OZ
Will...

WILLOW
Things are bad, Oz. Really bad.

OZ
Did you have a fight with...?

WILLOW
Tara's gone.

OZ
(giving away nothing)
Oh.

WILLOW
(struggling to say the words)
She was killed.

OZ
Vampire?

WILLOW
No. Man with gun. This guy, Warren, he shot Buffy too.
I saved her. But I couldn't save Tara.

OZ
I'm not quite getting this, Will. You saved Buffy how?

WILLOW
Magic. I remember you were worried about that, that I
was in over my head, before...well, you were right to
be. It got worse. I...I couldn't stop, after a while.
Wouldn't stop. And I just kept getting deeper and
deeper, but Buffy'd died, and I...
(off of Oz's look)
Not when she was shot. This was something else. She
jumped into mystical energy to save Dawn.

OZ
I think I'm understanding, though I'm a bit rusty with
the Hellmouth logic, so bear with me. Buffy died...

WILLOW
And I brought her back.

OZ
Raising the dead. Not sure I'm in favor of that, as a
rule. Few exceptions. Mostly involving the divine. And
Jim Morrison.

WILLOW
It's a long story. She's fine. Not a zombie.

OZ
Good to know.

WILLOW
It was a big adjustment, the not being dead...there was
a part where she was sleeping with Spike that I so
don't want to talk about...but she was getting better,
and then...

OZ
She was shot. Bummer.

WILLOW
Right. But I pulled the bullet out.

WILLOW pantomimes the action by holding her hand over OZ's chest and slowly moving it back. We see he's affected by the closeness, but she's too wrapped up in her misery to notice or care.

WILLOW
Magic.

OZ takes her by the hands and brings her to the sofa, seats her and sits with his hands on her shoulders. Again, it's a comforting gesture, but we can see in his eyes that he's struggling.

OZ
Not an expert, but that's some serious magic. Reviving
the dead and the bullet thing, not exactly hat, rabbit,
ta da.

WILLOW
It was. Serious. And bad, and dark. and too much.
Everyone begged me to...and I tried, to stop, but Tara
died, and then I didn't care enough anymore. All I
wanted was the magic, and revenge against the man
who killed her. And I...
(pause -this is the hardest confession. She can't look at him)
I killed him, Oz.

She waits. Eventually she looks up at him, but his expression is typically unreadable.

WILLOW
(guiltily)
You hate me now.

OZ
I can't judge you, Will. I won't.

WILLOW
(exploding)
How can you say that? I'm a cold-blooded killing-type
evil witch. I took the life of someone, a bad someone
but he was a person, not a demon, and I knew what I
was doing when I did it, and you know what? I'm not
sorry. I'm sorry for the rest, but I'm not sorry for that. So
how can you not hate me? You have to.

OZ
I don't.

WILLOW
(needs to know)
Why?

OZ
(pained honesty)
Can't. Tried once. Never took.
(a pause, then)
The rest? The part you are sorry for.

WILLOW
(cringing)
It's bad. Kinda tried to destroy...everything. Like the
world and all the people and...I guess everything
covered it.

OZ
(little gesture taking in the apartment)
You missed a spot.

WILLOW
(smiling in spite of herself)
Didn't go through with it. But it was pretty touch
and go there. God, you know it was months before I
could even talk about it. And Tara...I haven't been able
to say what happened. But you...I could always talk to
you, Oz.

OZ
Will?

WILLOW
Yeah?

OZ
Don't take this the wrong way, but as you say this all
happened a while ago. Why are you here now?

WILLOW
Something happened. I was with Buffy, we were
attacked...

OZ
(dead pan)
Well, you couldn't have seen that coming.

WILLOW leaps to her feet, too agitated to stay seated. OZ stands and faces her.

WILLOW
There were too many of them...we were gonna die, and
I...I slipped.

OZ
Fell down slipped, or...?

WILLOW
Magic slipped! I just...it was there, still there, and I...
kinda blew one of them up, and then I just...ran.
(increasing horror)
Oh God. I ran. I ran away and I left Buffy alone.

OZ puts his arms around her comfortingly.

OZ
I'm sure it's okay. Buffy, she's the Slayer. Vampires are
sort of up her alley, right?

WILLOW
No! I mean, yes, but no, no, there were too many. She
couldn't have...
(complete horror)
Oh God, Oz. What if Buffy's dead? I left her. I left
Buffy to die! How could I...I left her to die!

WILLOW breaks down and OZ holds her as she cries.

Scene: Corridor Outside Sunnydale Hospital Cafeteria [Int.], Night
SPIKE and ANYA are carrying two cups of coffee each. They're trying not to look at each other. We follow them through the corridors until they reach the ER Waiting Room where BUFFY and XANDER are.

ANYA
I still don't see why we had to be the ones to get the
coffee. I mean, the two demons, the ones that don't
actually drink the stuff, are the ones that have to go
fetch it. Don't you think there's something wrong with
that?

SPIKE
(trying for a light tone and failing)
Don't know, luv. I like a cuppa on occasion. Makes me
all wired, keeps me tense, alert, a bit loopy. Bit like
killing, only more bitter.
(more seriously, the truth)
Besides, any excuse to get a break from the guilt
parade.

ANYA
(glad he mentioned it)
I know. I can't stand the way Buffy keeps looking at
me. So jealous...I mean, she has to know that you and
I are never...not again...

SPIKE
(snorting)
God no.
(off her look)
Not that you weren't...oh hell, there's nothing I can say
there that's not gonna get me in bad with a vengeance
demon, right? So just forget it.
(hopeful)
You really think she looked jealous?

ANYA
Ready to spit. If it weren't for the intense worry about
Dawn, I bet she'd be pulling my hair out right now. I'm
surprised they let us go off alone together.

They have reached the entry way to the waiting room, and we can see BUFFY and XANDER through the doorway, sitting on plastic chairs. BUFFY's head is on XANDER's shoulder, and his arm is around her. They look very cozy.

SPIKE
(suspicious)
Must be all the fretting. 'Bout the witch and the Little
Bit.

SWITCH ANGLE TO:

Scene: ER Waiting Room [Int.], Night
Now we see XANDER and BUFFY, with SPIKE and ANYA in the background, standing in the doorway, unseen by either of them. There are a few other people in the waiting room, but it's pretty much empty.

BUFFY
If they don't get out here and tell us something soon,
I'm going to go in there and…

XANDER
Can't slay the doctors, remember? It's like the
Hippopotamus Oath or something.

BUFFY
(half smiling in spite of herself)
You're trying to cheer me up. It's annoying.

XANDER
(seriously)
Sorry.

BUFFY
(also seriously)
Please don't stop.
(a beat, then)
Can we talk about something that doesn't make my
heart feel like it's gonna fall out of my chest?

XANDER
(thinks, then)
I can't believe she ran away.

BUFFY
(sarcastic)
Willow. That's a good and happy subject change. Well
done.

XANDER
Well, I'm sorry, it's the only other thing I can think about
right now.

BUFFY
I know. And yes, she ran.

XANDER
I know, it's just, I mean, Will's not the running away
type.

BUFFY
(self-deprecating)
No, that's more my gig. Remember? My first venture
into the joys of the food service industry and my first
trip to hell...and looking back it's hard to distinguish the
two even now.

XANDER
Hey, I've done some quality hoofing in my day. Let's not
forget the wedding that wasn't.

Close up reaction shot of ANYA, her face showing her remembrance of their wedding, and her wishing for what had been and now wasn't.

BUFFY
(sighing)
I know this is kind of a duh statement, but I really hate
vampires.

Close up on SPIKE's reaction to this, running through a range of unhappy emotions before settling on indignant.

BUFFY
(bitterly)
They're always butting in on my life and wrecking it. I
had Will all calmed down, and then...poor Will. She
used magic while practically sitting on Tara's grave.
No wonder she freaked.

XANDER
(sarcastic)
Yeah, you know, that's just swell. Could this day get
any better?

ANYA
(off-screen, from the doorway)
You really shouldn't tempt the universe that way.

She and SPIKE come over with the coffee. It's not lost on either of them that BUFFY and XANDER move apart. BUFFY and XANDER take the offered cups but no one drinks. ANYA sits in the empty seat next to XANDER; SPIKE snags the one next to BUFFY. They sit staring straight into the camera in silence for a few beats, then:

ANYA
(meekly)
How much longer do you think it will be until we know
something?

BUFFY
(trying to be strong, but close to tears)
The doctors are still working on her. They said...I guess
it's touch and go...

Both XANDER and SPIKE make moves as if to put their arm around her shoulder, notice the other and pull back.

BUFFY
And I'm really worried about Willow. She was in a bad
way...and those vamps, they're still out there.

SPIKE
Red can take care of herself, luv.

BUFFY
(snapping)
She can't. You don't know what happened while you
were off on your journey of discovery.

XANDER
Buffy's right. We've got to find her.
(his eyes lock with BUFFY's for a long beat, then)
I'll go.

BUFFY
(grateful)
Check the house first. And call me when you find her!

SPIKE
I'll help look for her too.
(off BUFFY's suspicious look)
What? You're surprised?

BUFFY
You don't care about Willow.

SPIKE
(agreeably)
Not in the slightest.
(then tenderly)
But you do, and you don't need more to deal with than
making sure Dawn has what she needs. I can bloody
well make sure the little chit is safe as houses, if that's
what it takes to ease your worries a bit.

BUFFY is clearly touched in spite of herself. XANDER watches this with a distinctly unhappy expression. And ANYA watches him watching BUFFY sadly. XANDER turns his head to her and she tries to hide her upset.

SPIKE
(beat)
Plus droopy here shouldn't go out alone while there
are vampires about.
(SPIKE smirks)

XANDER grimaces. He focuses on ANYA.

XANDER
Ahn, can you stay here? Buffy shouldn't be alone.

ANYA
(smiling, not quite sincere)
Of course...I want to be here.

Her smile is gone after he brushes his lips against her forehead, then stands, no longer looking at her.

ANYA
(under her breath)
For Dawn. And for you. Not for her.

XANDER and SPIKE eye each other grudgingly, turning to leave. BUFFY gets out of the chair and walks to the door with them. Her attention is not on them, however, but on the door behind which DAWN is fighting for her life. SPIKE and XANDER look at the door with her. All are solemn.

BUFFY
Guys?

They stop and turn back.

BUFFY
(tight with anger)
Once you've found Will and we know she's
okay...the vamps that did this?

SPIKE
We'll take care of them, luv.

XANDER
(a solemn vow, while staring at SPIKE)
All they are is dust in the wind.

BUFFY
(grateful, shaking her head)
I just want you to find them for me.
(cold fury)
They've crossed the line, and now they're gonna
find out that there are scarier things than the Slayer.

Scene: Abandoned Warehouse [Int.], Night
The lair has low ceilings, a sense of being underground, with pipes criss-crossing the ceiling. We see a large group of vamps congregating, clearly members of the same group that took the Slayer on in Episode I. The vamps are clearly preparing to go in against BUFFY.

ACT II

Scene: Street [Ext.], Night
XANDER and SPIKE come out of the Emergency Room exit, standing far apart but walking together. There is much tension as they start walking through the parking lot.

XANDER
We'll take my car. It's a block away.

SPIKE
It'll be a thrill.

XANDER gives him a look then shakes his head.

XANDER
There isn't a thing I wouldn't do for Buffy but man,
this bites.

SPIKE
S'alright if you wanna go home, stud. Sure I can locate
Glinda without your help. Don't know what the fuss is
about, she probably ran into Blondie and they're off
somewhere having a right happy shag...

XANDER stops short and looks at him incredulously. SPIKE stops as well and stares back, not getting it.

SPIKE
What?

XANDER
You don't know.

SPIKE
Ah, the running theme. I don't know. Spike was away
and missed the exposition. Do tell.

XANDER
Tara's dead.

SPIKE
(shocked)
What?

XANDER
Warren. Buffy busted up his little gang, he got a bit
miffed, brought a gun to the house to take Buffy down.
She lived. Tara didn't.

XANDER starts walking again, leaving SPIKE standing there. We see a moment of genuine sorrow flash over SPIKE's face before he starts following XANDER.

SPIKE
(catching on)
Well. That does change things a bit. Don't suppose
Red took that well.

XANDER
Well, if you call getting hopped up on dark magic,
making skinless Warren flambe and then trying to end
the world 'not well', then sure.

SPIKE
(impressed)
Whoa. Will pulled an Angelus. Can't say I didn't see
that one coming.

XANDER freezes then turns sharply to face him.

XANDER
(extremely angry)
You don't know what the hell you're talking about.

SPIKE
(cutting)
Sure I don't. Witch was too sweet not to be hiding
something rotten.

XANDER launches himself at him. He tackled SPIKE and the two fall to the ground. SPIKE holds his arms up over his head defensively.

SPIKE
You're telling me when this all went down that she
didn't try to make Buffy bleed?

At that same moment XANDER lets go, standing up and raising his hands in disgust.

XANDER
I don't have time for this. The supremely-deserved next
kicking of your ass will have to wait until after we've
found Will and the bloodsuckers that attacked Dawn.

We see SPIKE from XANDER's POV, looking past with a concerned look.

SPIKE
Has to be in that order, does it?

XANDER gives him a confused look, then turns as the camera pans out to show them surrounded by six of the vampire cultists each with the serpent like symbol branded on their hands. SPIKE hops to his feet and stands by XANDER's side in fighting stance.

VAMP #1
(to SPIKE)
You were with the Slayer. You will bring her to us.

SPIKE
You didn't say the magic word, you wanker.

XANDER
Which in this case is kiss my ass.

SPIKE
(turns to him)
That's three words.

The vampires are momentarily frozen in confusion. Suddenly SPIKE and XANDER both engage the vamps nearest to them and the fight is on.

ANYA
(voice-over)
It's all looking more than a little grim.

Scene: ER Waiting Room [Int.], Night
ANYA is pacing while talking to GILES on one of the hospital's pay phones, as BUFFY is again staring at the room where her sister is being worked on. ANYA spares her a worried glance.

ANYA
No, no she's not doing well at all. And Dawn isn't
either. Giles, you really need to come. Everyone's
falling apart.

We see BUFFY's expression change as she's watching the room, confusion slowly beginning to give ground to abject fear.

BUFFY
(practically a whisper)
Something's happening.

ANYA
(ignoring her)
No, they haven't checked in. Normally I'd say Willow
was just off having some alone time - she's not after
vengeance, I know that - but we seem to be knee deep
in vampires right now, so she could be...
(listens for a beat, deep sarcasm)
Yes, the vampires are up to something, Giles, I'm sure
we didn't think of that...I'm sorry...yes...I said I was!
Don't get all huffy...

BUFFY
(shouting)
Anya! Something's happening!

ANYA looks up, startled, as BUFFY takes off down the hall.

ANYA
(picking up BUFFY's hysteria)
Dawn…

ANYA drops the phone and it in slow motion we watch the receiver swing on it's cord.

GILES
(through phone)
Anya? What's happening? Anya?

ANYA rushes down the hall after BUFFY…

Scene: Corridor Outside Dawn's Examining Room [Int.], Night
...and sees BUFFY about to use her Slayer strength to overcome an ORDERLY (same one that helped push the gurney earlier) trying to keep her from DAWN's room.

ANYA
Buffy! Don't!

BUFFY
(beyond reason)
Dawn needs me...she's in trouble!

BUFFY shoves the ORDERLY aside and busts through the door, ANYA right behind. ANYA practically runs into her back when BUFFY stops short. DAWN looks terrible, there are tubes everywhere and the heart beat monitors are definitely showing a slowing of her heart. A NURSE (NURSE #1) sees BUFFY and DAWN and goes to them at the same time the DOCTOR notices them.

DOCTOR
What thehell are they doing in here?

NURSE #1
(firmly but not unkindly)
I'm sorry, you can't be in here right now.

BUFFY
Dawn...oh God...

The monitors suddenly start beeping rapidly. There is a sudden flurry of hyper activity around the bed, with a number of nurses and interns inserting IVs, checking vitals, etc.

NURSE #3
BP's dropping again, Doctor.

NURSE #1
(to BUFFY and ANYA)
Please, you need to wait outside.

BUFFY
Dawn...

DOCTOR
We're losing her!
(to DAWN)
Come on, honey, stay with us.

The monitors now make a steady wail and flat lines.

ANYA
(stunned)
My God.

NURSE #4
Flat line... no pulse...

INTERN #1 starts doing CPR as NURSE #4 starts pumping oxygen into her from a hand unit. One gets the feeling this is not the first time they've done this tonight.

BUFFY
(screams)
Dawn!

The team is moving the crash cart into place and DOCTOR looks up angrily at BUFFY's scream. ANYA is still just staring at DAWN, frozen in horror.

DOCTOR
(to NURSE #1)
I told you to get them out of here!

ANYA snaps out of her daze and takes BUFFY's arm.

ANYA
Buffy, come on!

NURSE #1
If you want to help your sister, you'll do what her doctor says.

BUFFY
(dazedly...like she's in a nightmare)
I...I can't leave her...not again...

The medical team has the paddles ready.

DOCTOR
Clear!

BUFFY and ANYA both wince as DAWN's body jolts off the table. There is no change.

DOCTOR
Again!

BUFFY's knees buckle, and ANYA wraps her arms around her from behind. NURSE #1 and ANYA both try to help BUFFY outside. But she plants her feet and cannot be moved.

BUFFY
No...

DOCTOR
Clear!

DAWN is shocked again, and this time BUFFY screams in pure agony when it happens. She is sobbing violently when we hear the monitors start beeping again.

NURSE
Sinus rhythm.

DOCTOR
She's back.

BUFFY sags and ANYA and NURSE #1 quietly lead her out the door. The camera pans back to DAWN's pale face as:

SPIKE
(voice-over)
The girl's strong. Natural fighter.

Scene: Street [Ext.], Night
XANDER and SPIKE are still squared off against the vampires, of which there are three fewer now than when we last saw them. One of them, a female, has XANDER cornered. SPIKE is trading blows with the other two, both male.

XANDER
It's not natural. She's a vampire. What little she's got was
part of the whole vampire package.

FEMALE VAMP
(mock hurt)
You don't think I'm special?

XANDER ducks under her attack and brings his stake home.

XANDER
(with grim satisfaction)
Not special enough.

SPIKE
Wasn't... talking... about her.

XANDER tackles one of the vamps SPIKE is fighting and pins him face down for a few seconds.

XANDER
Oh, you mean Dawn? Yeah, Dawn's tough. I mean,
she's Buffy's sister, so she comes by it -whoa!

The vampire bucks him off and flips to his feet. He launches himself at XANDER as XANDER brings his knees up and kicks the vampire off, sending him sprawling.

SPIKE
No, I didn't mean Dawn, though you're right about the
Little Bit. Gonna take more than the pathetic half-bite
from one of these pillocks to take her out.

He grabs his opponent by the head and twists his neck hard enough to dust him. XANDER again has the last vampire pinned, and SPIKE comes over.

SPIKE
And then there was one.

XANDER
Think Buffy will be mad?

SPIKE
I think she'll understand. Happy when we bring her this
one...and he tells her what the hell is going on...

LAST VAMPIRE
I will tell you nothing, traitor. The Mother will deal with
your putrid hide. The way must be prepared, and there
is nothing you can do to stop it.

SPIKE
Don't think you want to try us, mate.

XANDER
That's right, sport. Last time I checked we were the
ones holding the stakes and you were the one...

VAMPIRE suddenly lurches forward and impales himself on SPIKE's stake, dusting himself.

SPIKE
(surprised)
Hey!

XANDER
...getting dusted.
(a beat, then)
Now do you think Buffy will be mad?

SPIKE just flashes him a look, then the two start walking again.

SPIKE
I have to say, I don't much like that little turn...

XANDER
No, I dare say something vamps are willing to off
themselves over is not going to be a walk in the
parking lot...

SPIKE
Speaking of which, just where the bloody hell did you
park your car? S'gonna be daylight soon and I don't
much fancy wandering around much longer.

XANDER
It's right over there, Complain-o Boy...so who did you
mean before?

SPIKE
Eh? What?

XANDER
Strong woman, natural fighter...you weren't talking
Dawn...and I'm assuming you're not talking about
Buffy, cause that would be a little too duh even for you.

SPIKE
I meant the witch.

Scene: Oz's Apartment [Int.], Nearly Dawn.
We get an establishing shot of WILLOW curled up on the sofa in almost a fetal position, as OZ gently strokes her hair and holds a cup of tea that he's trying to get her to take. WILLOW's expression is utter desolation.

SPIKE
(voice-over)
In my experience, Willow's the strongest of you lot.
Would take a lot to keep her down for long.

XANDER
(voice-over)
There's been a lot...maybe too much for anyone...

OZ
Willow? Talk to me, baby.

WILLOW
I can't believe it. I keep thinking I've sunk as low as I
can, and then I find another level.

OZ
Here, baby. Take it. It's a good brew... tasty, soothing.
Helps me keep cool with my...

WILLOW
With the wolfiness?
(more guilt)
I can't believe it... I never even asked you how that was
going, or... or anything...

OZ
(mildly)
You had a lot on your mind.

WILLOW sits up and takes the cup, grateful for something else to focus on.

WILLOW
You can tell me now. How's everything going? You've
got control... and that's so great... is it getting
easier? Oh God, I mean, I didn't ask you about the
music, or... or if there's somebody special... tell me
about your life. How do you like LA?

OZ
(smiling, teasing)
That's a lot of questions.

WILLOW
(smiling back a little)
Then get to answering.

OZ
LA's been cool. Real, in a totally unreal way, you
know?

WILLOW notices a poster lying on the coffee table and points at it, we get a close up. It's advertising performances by 'Moon Holds Truth' every Wednesday & Saturday at 'The Pump and Grind'.

WILLOW
I...guess...you?

OZ
(smiling)
Me and a friend.

WILLOW
Devon?

OZ
Nah, Devon's still fronting the Dingoes, in its 27th
incarnation, back home in the 'Dale...actually Devon
introduced me to Cliff, the guy I play with now. Cliff is...
pretty much like Devon, let's say. Cliff's got chops, but
he's got a bit more...gravitas, than Devon, you know,
not so...

WILLOW
(helpful)
Flaky?

OZ
(considers this a moment, then nods)
Of course, same applies to my granola, but you get
me... anyway, just the two of us. It's a guitar and
bongos kind of thing, but it gets pretty funky for mellow
and we've got good buzz.
(a pause, then self-deprecating)
Could just be the coffee, though.

WILLOW
(smiling)
I'm sure it's not...I'd like to hear you.

OZ
I'd like to be heard.

WILLOW
So, does it?

OZ
What?

WILLOW
Hold truth. The moon.

OZ
Depends who you ask.

WILLOW
If I ask you?

OZ
I'd say it holds something. I don't know if it's truth, but
it's got a pull, something...I'm always aware of it, you
know. Even when I don't see it for a while.
(a pause, then)
So the music thing's happening, and the werewolf
thing's not...got a support group going, other were-
types trying to kick...

WILLOW
Really? That sounds...great...any special friends? I
mean I'm sure they're all special, if they're your
friends, but...

OZ
I get you, Will. And yes, there's a girl. Zalie. She's a
were-panther... it's interesting.

WILLOW
Oh. That's so...

OZ
We're not... I mean...

WILLOW
...great ...

OZ
Will, we're not...it's not like Veruca... it's not like us... it's
just... nice...

WILLOW
(wistful)
I thought we were nice...

OZ
We were... much more than nice.
(a beat, then)
We probably shouldn't be getting into this right now.
Feel better?

WILLOW
(setting down her cup)
Well... I managed to forget for a few moments that I left
all my friends to face major vamp-related trouble
without me, and didn't even leave them a note that said
where I went... just 'Goodbye'...

OZ
Will, it's not that bad. You can call Buffy right now...

WILLOW
(getting more upset)
And they probably hate me now, if they're not all dead,
that is. What if they're all dead, Oz? My fault...

OZ
You don't know that. Just chill for a second and think.

WILLOW wraps her hands around her head and sinks back onto the couch. We can no longer see her face.

WILLOW
(muffled)
It's all my fault, everything...You don't understand...

OZ climbs onto the couch behind her, tries to bring her arms to her sides.

OZ
I'm trying to...but you've got to calm down.
(increasingly concerned)
Willow? Baby? Are you listening to me? Willow!

WILLOW looks up, and we see her eyes are black. Her hands crackle with energy.

WILLOW
(furious and scary)
Don't tell me what to do!

ACT III

Scene: Oz's Apartment [Int.], Nearly Dawn.
WILLOW turns to OZ and he jumps to his feet.

OZ
Willow? I know you don't want to-

WILLOW
(still very angry)
You don't know what I want! I'm not your baby...I'm
not your anything! I'm nothing!
(less angry, more sad)
Nothing!

OZ steps toward her, paying no heed to the scary magical energy. He reaches for her, and she begins to shake.

OZ
(pained for her)
Willow. You'll never be nothing.

OZ continues to hold his arms out to her, loving, accepting. WILLOW meets his gaze, finding no judgment there and her eyes return to normal. She's shaking even harder, but instead of falling into his arms like we expect, she jumps back, horrified

WILLOW
Oh God... God... I almost... I can't!

OZ
It's okay.

WILLOW continues to back away, then turns and runs for the door.

WILLOW
I've gotta get out of here... I can't hurt another person I...
I have to go!

WILLOW runs to the door and fumbles with the lock, still trembling.

WILLOW
(panicking)
No, let me out!

OZ
Wait! Don't go! Please, just take a deep breath and try
to calm-

WILLOW blasts the door off its hinges and runs, leaving OZ framed in the smoking doorframe, shocked and saddened.

OZ
-down.

Scene: Outside DAWN's Examining Room [Int.], Early Morning
BUFFY is leaning against the wall to the left of the door to DAWN's room, her face in her hands. ANYA is standing close by, but not touching her, looking uncomfortable. A SECURITY GUARD is now standing in front of the door, eyeing the two women cautiously.

BUFFY
(muffled by her hands)
I can't believe this is happening.

ANYA
Huh?

BUFFY drops her hands and shakes her head.

BUFFY
I said I can't believe this is happening. After everything
we've been through, everything we've lost, and
everyone we've... I really thought we were turning the
corner.
(a bitter laugh, then)
How really, incredibly stupid of me.

ANYA
(under her breath)
I didn't say it.

BUFFY seems not to hear ANYA, or possibly is simply ignoring her.

BUFFY
I don't care what I have to do, Dawn's going to have a
future. She just has to. She can't... her happiness...
that's what's most important...

ANYA
(heavy sarcasm)
Sure. Right. Now.

BUFFY
(confused)
What are you saying?

ANYA
(ready to spill)
I'm saying you haven't...
(remembering her promise)
Never mind. I... just forget it...

BUFFY
No, I want to know. You think I haven't been there for
Dawn? Is that what you...

BUFFY stops, as the doors to DAWN's room open. The nurse (NURSE #1) steps out. BUFFY looks through the window in the doors.

Scene: Inside DAWN's Examining Room [Int.], Early Morning
DAWN lies in bed unconscious, but there is no longer a flurry of medical personnel around her. Instead, they're mostly preparing to go. There is an air of relief that tells us DAWN is better.

NURSE #3
Vitals are steady... Think she'll be alright?

DOCTOR
(off-screen)
Too soon to be sure. I'll know more when she
awakens. Make sure she's monitored closely.

The DOCTOR's voice fades as:

Scene: Outside DAWN's Examining Room [Int.], Early Morning
BUFFY looks up with tears in her eyes. Everything shifts to slow-motion:

Scene: Inside DAWN's Examining Room [Int.], Early Morning
As BUFFY runs into the room, she falls forward on to her knees in front of DAWN's bed. There is a dreamlike quality to the scene, colors seem a bit washed out and we hear only the musical score as ANYA enters the room in the background. DAWN looks pale.

Scene: Alley in Los Angeles [Int.], Early Morning
Brief shot of WILLOW running for her life, though we can see there's nothing there; at least nothing she can run from...

Scene: Inside DAWN's Examining Room [Int.], Early Morning
Close up of BUFFY as she moves her hand close and closer to DAWN's hand.

Scene: Alley in Los Angeles [Int.], Early Morning
...and cut back to WILLOW as she collapses in exhaustion, holding her trembling hands in front of her face. Energy still crackles from her fingers and WILLOW closes her eyes. As her tears fall onto the already wet asphalt, we see her plunge her hands into a puddle. The close up of her fingers rippling the water dissolves...

Scene: Inside DAWN's Examining Room [Int.], Early Morning
...to BUFFY's hand reaching forward. BUFFY is also sobbing and we read her lips.

BUFFY
(soundless whisper)
Dawn…

Extreme close up of their hands again. BUFFY grabs her sister's hand. The music reaches a mournful coda... and DAWN's eyes very slowly and painfully open…

DAWN
(hard to talk)
Buffy…

Scene: Street in Los Angeles [Int.], Morning
WILLOW is walking along, arms crossed against her chest, her expression pensive and kind of spent, the kind of numbness that often follows a big emotional moment. She stumbles slightly and looks down at a filthy HOMELESS WOMAN slumped on the sidewalk, looking up at her with pained pleading eyes.

HOMELESS WOMAN
Can you spare something? Just a little... please...

WILLOW bends down and presses her hand into the beggar's palm. The woman's eyes fill with tears as her hand closes over the twenty dollar bill.

WILLOW
Here. You take care.

WILLOW straightens and the woman reaches out and clutches her hand again for just a brief moment in a gesture of gratitude. WILLOW doesn't smile, but we see something in her ease slightly.

HOMELESS WOMAN
Bless you... take care... must be brave... fortune favors
the brave...

WILLOW steps back, a bit alarmed, and continues walking as the HOMELESS WOMAN leans back and closes her eyes, smiling though her expression is still pained.

HOMELESS WOMAN
Must be brave... brave... must be brave... brave for
what's coming...

Scene: Outside Sunnydale Hospital ER [Int.], Morning
ANYA is by the entrance, enjoying the sunshine, as XANDER and SPIKE come running up, SPIKE smoking a bit under his trusty blanket.

XANDER
Ahn, what's going on? They wouldn't tell us
anything on the phone.

ANYA goes to hug him, then slaps his arm in distress, remembering.

ANYA
The phone... Giles! I hung up on Giles!

XANDER
Giles called? And you hung up on him?

ANYA
Things were all crazy...

SPIKE
What's happened? Is Dawn alright?
(beat)
Anya?

ANYA
Dawn's heart stopped

SPIKE and XANDER both pale. SPIKE drops his blanket and rushes towards DAWN's room. XANDER rushes after SPIKE.

ANYA teleports in front of SPIKE.

ANYA
They brought her back Spike. She's…

SPIKE pushes past ANYA.

ANYA
…okay!

They reach the room in which DAWN had been. It is empty…

SPIKE grabs a passing NURSING ASSISTANT by the shoulders roughly and hauls her over to face the room.

SPIKE
Summers. Dawn. Girl that was in this room, fighting for
her life. You people moved her. Show us where.

XANDER/ANYA
Spike!

ANYA
If you'd just wait a second...

Scene: Inside DAWN's Hospital Room [Int.], Morning
BUFFY is brushing her sister's hair. DAWN is still pale, but is sitting up and is clearly happy with all the attention. Her eyes light up when she sees SPIKE who now seems uncomfortable. SPIKE manages a smile as he and ANYA approach the bed. BUFFY gets up and goes to XANDER, who grabs her into a hug.

ANYA
(o.s.)
There she is.

DAWN
Spike! You're back! And you're here!

SPIKE says nothing; the sight of her in the hospital bed seems to have rooted him to the spot. The look on his face is growing stormier by the second. ANYA sits lightly on the edge of the bed and smiles at the girl.

ANYA
(to DAWN)
And you're looking much less dead.
(thinking better of that)
I mean pasty.

BUFFY
(softly, to XANDER only)
Xander, she almost...

XANDER
(whispering in her ear)
I know...but she's okay. It's alright...
(pulling away to go to DAWN's side)
although I'm sure I'm not the first to say you gave us
a big freak-out, young lady. How you feeling?

DAWN
Better...I don't really remember a lot, but they tell me
that's normal...

BUFFY
She's gonna have to stay here for a few days, but they
think she's gonna be fine now.

DAWN
(happily)
They want to observe me. Big pain in the-

BUFFY
(teasing)
Right! Like you don't love the cute interns fawning all
over you.

DAWN
Nuh-uh! Well, some of them...

XANDER sits on the side opposite ANYA. He grabs DAWN's hand with one hand, lightly stroking her hair with the other.

XANDER
(mock-stern)
Well, any of them get fresh, you let me know and I'll
teach them a few new uses for a nice cold
stethoscope...

BUFFY and ANYA give him looks, but DAWN giggles and XANDER grins in satisfaction.

BUFFY
Don't encourage him.

XANDER
At least one Summers lady appreciates my wit...

He leans in and gives DAWN a peck on the cheek.

XANDER
(whispering in her ear)
You mind if I borrow your sis for a sec?

DAWN
(saucily)
Only a second? Another illusion shattered.

XANDER
(pulling back in mock indignation)
What? You're implying that I... never mind. Okay if Buffy
and I step outside?

DAWN
Sure... go ahead... neither rain nor sleet nor
convalescing sisters can keep the Slayer from her
appointed... slaying...

XANDER takes BUFFY's arm, but the Slayer searches her sister's eyes for permission. DAWN makes a shooing gesture.

DAWN
Go on... I've got cute interns and Anya and Spike to
keep me...
(as they step out the door, confused)
Where'd Spike go?

We get a wider shot of the room that clearly shows no SPIKE. ANYA shrugs.

ANYA
Probably stepped out for a smoke.

DAWN
(alarmed)
But it's daytime!

ANYA
And we're talking about Spike, so wanna bet he's gone
to have a cigarette in intensive care?

DAWN
(relaxing)
You're right. That sounds like Spike...
(seriously and softly)
Umm...Anya?

ANYA
You need something? Water? A doctor? What is it?

DAWN
I'm good... I just... I don't remember much, like I said,
but I do remember...
(looking down at her arm, uncomfortable)
...what I did... what I was going to...
(looking up at ANYA fearfully)
You didn't tell Buffy?

ANYA
About you trying to... cut yourself? No, of course not.
I promised I wouldn't.

DAWN
Good. Anya, thank you...

ANYA
Think you should, though.

DAWN
(alarmed)
What? Why? It's never gonna happen again, I swear.

ANYA
Buffy loves you. But she's the Slayer, and that means
a lot of things... a lot of responsibilities, and choices...
choices that don't just affect her.

ANYA turns to look at the door, and we know its her own pain over XANDER she's really thinking about.

ANYA
I just wish for once she could see the fallout.

Scene: Outside DAWN's Hospital Room [Int.], Morning

BUFFY ish olding the note WILLOW left behind, slightly crumpled, on top of an open address book as XANDER nods.

BUFFY
Just 'Goodbye'? That's it?

XANDER
Yup. She trashed the place...there might be clothes
missing, couldn't tell.

BUFFY
This is really bad. I mean, really, really bad... she could
be anywhere...

XANDER
That's why I brought her address book. I found it lying
open like that, thought maybe she might have called
someone… or gone to stay with someone.

BUFFY hands the note back to him and concentrates on the address book.

BUFFY
You're sure it was open to this page? It's blank.

XANDER
I know. I thought it was weird...

BUFFY
(realising)
There's a page missing.

XANDER
Okay, that can't be a coincidence. So Willow took a
page from her address book. Names that begin with
"O" for a thousand.

BUFFY looks up and their eyes lock, reaching the same conclusion at the same time.

BUFFY and XANDER
Oz.

XANDER
Of course, gotta be... though I didn't know they even
talked anymore.

BUFFY
I don't know that they do, but I know he's sent her a
few postcards... I don't know where she kept them...

XANDER
If she kept them... but we don't know from where... do
we?

BUFFY
No...but I just thought of someone who probably does.
Devon.

XANDER
I'll head over there.

BUFFY
I'll come with you.
(off his look)
It's Devon. We might have to charm him, and you
don't have the right...

XANDER
Lucky charms?

BUFFY smirks at him, then looks at the door to DAWN's room ruefully.

XANDER
Seriously, I can manage this one on my own.

BUFFY
No... and it's not just Willow. I've got to take care of
these vamps... there're too many of them and they're
too organized and they've got a big hard on to take me
on, which means we're all in danger until I deal with
them. You and Spike could have been...

XANDER
We handled it. I can whoop the vamp ass where
needed, Buff.

BUFFY
Well aware. Humor me?

XANDER
My life's ambition.

BUFFY smiles at him as she hands him back the address book and note. XANDER stuffs them back in his jacket pocket as BUFFY opens the door to DAWN's room.

Scene: Inside DAWN's Hospital Room [Int.], Morning
They walk through the door to see ANYA and DAWN laughing together over something.

DAWN
(teasing, not upset)
That what you call a sec, Xander?

XANDER and BUFFY exchange guilty looks that are lost on no one.

XANDER
Well, no, and I think I need an extension.

BUFFY
What am I, a library book?
(to ANYA)
Hey, Anya, I know I haven't really thanked you for
staying with me last night, and... and helping me
earlier...the thing is, Xander and I might have a lead on where
Willow is-

DAWN
Willow's missing?

BUFFY
(oops)
Umm... not exactly missing...

XANDER
We think she went to visit Oz.

BUFFY
(soothingly, to DAWN)
We just need to talk to her.
(to ANYA)
I know I'm asking a lot, but could you-

ANYA
Stay with Dawn? No, I don't mind. She needs to rest
and someone should be here...

BUFFY walks to DAWN's bedside and gently kisses her sister's forehead.

BUFFY
I'll be back as soon as I can, I swear.
(to ANYA)
Thank you.

DAWN
(in a small voice)
I'm alright here alone.

BUFFY
(vehemently)
No!
(to ANYA)
Promise me you won't leave her alone, that either you
or Spike will...

XANDER
Where is Spike?

Everyone looks blank as we cut to:

Scene: Sewers [Int.], Late Morning
A VAMPIRE MINION comes stumbling through the sewer, half-running towards the camera. He's muttering worriedly as he approaches the camera, looks around for a second in suspicion, then continues on past. As we watch him leave we hear a match strike, and the camera pan up to show SPIKE emerging from the shadows, lighting a cigarette and smiling a less than friendly smile.

SPIKE
That's it, sonny. Run home to mother.

ACT IV

Scene: Abandoned Factory [Int.], Late Morning
The MINION we saw earlier walks in, and is immediately grabbed by the MALE VAMPIRE from episode 1.

MALE VAMPIRE
You. Where have you been?

MINION
(nervous)
P-patrol?

MALE VAMPIRE
All patrols were back before sunrise. Where is your
unit?

MINION
(weakly)
W-we kind of g-got separated...didn't they come
back?

MALE VAMPIRE
Separated!
(shoving the MINION AWAY)
I should stake you for your gross incompetence... but I
think the Mother should be allowed to deal with you as
she sees fit.

MALE VAMPIRE signals and two other vamps, come and grab the MINION by the arms.

MINION
W-wait! What did I do? P-please, don't-

SPIKE
(off-screen, sing-song)
Uh-oh... somebody's in trouble...

All vamps whirl and see SPIKE leaning nonchalantly against the wall of the entrance to the building. A draft coming from the entrance of the building blows some leaves into the room. SPIKE throws his cigarette to the ground and extinguishes the glowing ash with his boot.

SPIKE
(looking around)
This the secret lair? Frankly, I've seen better. Mom
might bake a mean mince pie but she's not much of
a decorator.

MALE VAMPIRE
How did you...?

MALE VAMPIRE pauses to give the cowering MINION another murderous look

MINION
(shaking head vigorously)
I didn't!

SPIKE
Yeah, actually you did. Hate to break it to ya, but he's
right. You are incompetent.

MALE VAMPIRE
He has defiled the sanctuary! Destroy him!

SPIKE
Thank God, I thought we'd never get to the violence...

The two VAMPS that were holding the MINION release him and charge SPIKE. He blocks the blow from the FEMALE, twists the head off the MALE, dusting him, then kicks the FEMALE back into the lair. The MINION charges SPIKE with a pathetic cry, and SPIKE grabs him by the scruff of the neck, he grabs hold of a gas pipe loosely fitted to the wall with the other..

SPIKE
The thing is, a friend of mine is laid up in hospital,
thanks to you lot, so I only came here to speak my
piece…

SPIKE rips the pipe loose from the wall. A hissing noise is heard as gas leaks from the broken pipe.

SPIKE
…deliver my message, you know, 'stay away
from me and mine,' but then I realized...

SPIKE throws the MINION out of the building and the vampires slumps to the base of the wall outside.

Turning to the vampires inside the building, SPIKE nonchalantly lights a match with his now free hands and tosses it into the building. An explosion of blue flames dusts the vampires.

SPIKE
(conversationally, as if nothing had happened)
...I only really need one of you to spread the word.
(turning to the MINION)
And you'll do that, won't you, sonny-boy? Let everyone know
that if anyone so much as thinks of having a taste of the
Little Bit, they'll have to answer to me. Got it? Cause if
you don't I'll just hafta-

MINION
(squealing)
I got it. I so got it. Except...

SPIKE
What?

MINION
What's a 'little bit'?

SPIKE
(exaggerated patience)
Dawn. Summers. The slayer's kid sister.

MINION
Dawn Summers. Got it. I'm on it. I'm spreading the word...
they'll have to answer to you, the big bad...

SPIKE
(smug)
That's right.

MINION
Big, and tough, and... I'm sorry, your name is...?

From SPIKE's incredulous reaction we cut to:

Scene: Outside DEVON's On-Campus Room [Int.], Late Morning
XANDER pounds on the door, the expression on his face telling us he's been doing this for a while. BUFFY has her arms crossed impatiently.

BUFFY
I'm telling you, I can have us in in half a minute.

XANDER
(sarcastically)
And after we kick in his door, Devon will make us all tea
and tell us everything we want to know.

BUFFY rolls her eyes grudgingly as we hear muffled thumps inside.

DEVON
(off-screen, muffled from inside)
I'm coming! Keep your shirt on... Unless it's Melanie, in
which case get your luscious...

DEVON jerks the door open, and looks disappointed. He glares at them sleepily.

DEVON
Oh. It's you. What do you want?

BUFFY and XANDER are speechless, for DEVON is buck-naked except for a half-heartedly held pillow covering his crotch.

WOMAN
(off-screen)
Who is it, baby?

A blonde WOMAN appears over DEVON's shoulder, as his girlfriend LORI looks out at them curiously. From the reactions of BUFFY and XANDER, she is also clearly naked.

DEVON
Nobody, babe. Just some people I used to...

Another person appears: this time it's CHRIS, the drummer from the Dingoes, also naked though through strategic camera angling we see nothing that will get us in trouble. BUFFY looks ready to faint.

CHRIS
Hey man, we outta Mallomars?

DEVON
No dude, there's like a whole other bag... Lori'll show
ya, wontcha babe? I won't be long here.

DEVON nuzzles LORI playfully as XANDER looks at BUFFY.

XANDER
So I'm thinking maybe I have the right charms after all.

BUFFY elbows him as LORI and CHRIS disappear and they have DEVON's full attention again.

DEVON
So, you guys know that Oz's not here, right?

BUFFY
Yeah, we do... but we need to find him. Right away...
umm, where is he?

DEVON
Not really sure... I think he's still out in LA...

XANDER
LA! That's not far...

BUFFY
Where exactly in LA? You have a phone number, an
address?

DEVON
Nah, he moves a lot, man, I don't keep track... you know
who knows? His old girlfriend... you know, the
redhead? Your friend?

XANDER
Willow? We know she knows...

BUFFY
We can't exactly ask her right now. Which is why
we're asking you. You must keep in touch.

DEVON's expression gets obviously evasive; he's keeping something from them.

DEVON
Nah, we don't really talk much since he quit the
Dingoes. He's into something else now, like Indian
chants or something...sorry, can't help you...

XANDER
(to BUFFY)
Time to turn on the charm?

BUFFY
(smiling sweetly at DEVON)
Let me explain this to you. We know you have a way of
contacting Oz, and we're not going to leave until we get
it... now this can be easy, maybe even fun, or it can be
hard and really... the opposite of fun... your choice...

DEVON
(trying to be charming back)
Look, Buffy, you know, I'm all in favor of things being
all easy and fun... even hard… but I just don't have what
you want.

BUFFY
(pointedly looking down, then back into his eyes coyly)
You're absolutely positively sure about that?

DEVON
(flirtatiously)
Well, maybe I've got something for ya...

XANDER
(annoyed)
It better be a way to contact Oz.

DEVON
Man, I told you. I don't know.

BUFFY
(sadly, with a sigh)
Okay. The hard way it is.

Scene: Inside DEVON's On-Campus Room [Int.], Late Morning
BUFFY knees DEVON in the, er, pillow, causing him to fall back into the room. BUFFY steps in and over his painfully sprawled body, a sympathetically wincing XANDER following behind. We see a wide-eyed CHRIS standing and gaping at them, holding a strategically placed bag of Mallomars.

CHRIS
Dude, that's not right.

DEVON
(choking)
Bitch!

BUFFY
(dragging her foot suggestively, as if lining it up)
I'll take that information anytime, unless you want to
keep playing pillow talk...

DEVON
(screaming)
Lori! Get on my computer and look up Oz's email!

LORI
(off-screen)
Right now?

BUFFY smiles down at him sweetly.

DEVON
Yeah, babe. Now is the time.

From BUFFY and XANDER's exchange of looks we cut to:

Scene: Street in Los Angeles [Int.], Afternoon
WILLOW is still walking aimlessly when she passes 'The Pump and Grind', the coffee bar she remembers OZ plays at. She hears music coming from nearby and walks along the side of the building. As she gets closer she begins to make out the words of the song (copyrighted to "Jeanny"):

CLIFF
(off-screen, singing)
So unlike the nursery song
Steel and concrete don't tumble down
As I ply the icy waters
Please forgive me if I drown...

WILLOW reaches the back and sees a door open a crack. She tentatively opens it and walks in...

Scene: Pump and Grind Back Room [Int.], Afternoon
CLIFF and OZ are rehearsing, and both have their eyes closed, totally wrapped up in the song. WILLOW takes a careful seat on a broken stool near the door and listens.

As we listen to the song, the scene is inter-cut with a montage of shots of WILLOW and OZ in the front of the store, drinking coffee, talking, laughing and being tearful.

CLIFF
(singing)
Guess you never get used to it
The push and pull, the grind and bop
The churning of the mad river
When all you want to do is stop

But there's no way to stop in time
And there's no forward there's no back
Those are only cold reminders
Of the memories that you lack

I call out the names of loved ones
Past and future
Do they know I tried?
Please if God could keep them with me
But they went out with the tide

My fondest wish is now your grace
That's my great surprise
For you were the risk not taken
And I was the bed of lies

And upon that bed the bridge was built
That killed all those who crossed
In the end you find what you miss the most
Is what you never lost

So unlike the nursery song
Steel and concrete don't tumble down
As I ply the icy waters
Please forgive me if I drown...

As I leave the icy waters
Please forgive me if I drown...

The song ends, and OZ sees WILLOW. He half-smiles, setting his guitar in the case and nodding to CLIFF. She stands up as he comes over, suddenly embarrassed.

WILLOW
Guess I'm probably not supposed to be back here...

OZ
It's cool. Owners let us use it as rehearsal space...
Zalie comes to listen sometimes.
(a beat, then)
I'm really happy to see you.

WILLOW
(tearfully)
I'm really happy to be seen.

OZ pulls her into a long hug...

Scene: Train Station [Ext.], Afternoon
WILLOW and OZ watch as people climb on board the train to Sunnydale. OZ hands WILLOW her backpack. She smiles at him a bit sadly.

WILLOW
Guess its time to go back.

OZ
Looks like.

OZ brushes her hair out of her face tenderly.

OZ
You'll be okay.

WILLOW
I know. I'm ready. I c-can be brave. And strong.
Strong like...
(she falters)
Just strong.

OZ nods, keeping his own thoughts. He smiles at her.

OZ
I'm glad you came.

"Out of My Head" by "Fastball" begins to play in the background:

WILLOW
Yeah...
(wincing)
I'm sorry about the door... let me know how much-

OZ
It doesn't matter. Just a door.
(He leans in and kisses her forehead.)
It's always open for you.

SONG
Sometimes I feel
Like I am drunk behind the wheel
The wheel of possibility
However it may roll

WILLOW grabs him in a fierce tearful hug and then boards the train.

SONG
Give it a spin
See if you can somehow factor in

She stops on the step and turns, smiling and waving. OZ smiles and waves back.

SONG
You know there's always more than one way
To say exactly what you mean to say

As the song plays, we see her take her seat, and OZ watch the train pull away, his hand slowly falling as she disappears from sight.

SONG
Was I out of my head? Was I out of my mind?
How could I have ever been so blind?
I was waiting for an indication
It was hard to find
Don't matter what I say
Only what I do
I never mean to do bad things to you
So quiet but I finally woke up
If you're sad then it's time you spoke up too

The song fades as we dissolve to:

Scene: Summers House [Int.], Afternoon
BUFFY is bending over WILLOW's laptop, clicking the mouse. She then sits back with a satisfied sigh. She's wearing fresh clothes and seems a bit calmer. XANDER walks in and hands her a soda. He looks at WILLOW's laptop and frowns.

XANDER
How often do you suppose Oz checks his email?

BUFFY
No idea. I just hope we're right and Will's gotten in
touch with him.
(opening her soda)
Xander?

XANDER
Yeah?

BUFFY
(serious)
Thank you.

XANDER
It's your soda, I just carried it-

BUFFY
Not for the soda. For being here. For always being
where I need you. For saving Dawn.

XANDER
Buffy? Can you do something for me?

BUFFY
What?

XANDER
Just... tell me we're gonna be okay.

BUFFY searches his eyes, uncertain what he's asking for. Finally she just slips her hand into his and gives it a reassuring squeeze. XANDER looks down at their hands a little puzzled as we cut to:

Scene: Inside DAWN's Hospital Room [Int.], Early Evening
DAWN is sleeping and ANYA is watching her. SPIKE enters quietly, and ANYA hurries over, taking him by the sleeve and dragging him to the farthest corner away from DAWN.

SPIKE
Is Dawn alright?

ANYA
She's sleeping. She's been worried sick about you.
Where did you disappear to?

SPIKE
(distant, eyes on DAWN)
Went out for a smoke.

ANYA
Fine, well, can you stay with her for a few minutes? I'd
like to stretch my legs.

SPIKE
Yeah.

ANYA
Great. And don't go anywhere till I get back. We can't
leave her alone.

SPIKE
I won't be going anywhere.

ANYA steps out the door and SPIKE approaches the bed.

SPIKE
Won't be leaving you again, pet.

He sits and takes DAWN's hand.

SPIKE
Know I upset you with that... you and I, we'd been
through a lot, over that summer when your sis was...
was gone... I guess I didn't really think about you
much, Dawn. I know how that sounds... but, there was
a lot going on, you know. My un-life was bloody falling
apart... and I am the big bad, you know. Not supposed
to care about... to care what happens.

He pauses, squeezing her hand tighter, closing his eyes as tears threaten. We see BUFFY enter the room silently, but SPIKE doesn't notice her.

SPIKE
I care about you, pet. I care, and I'm so sorry... I
should've been there for you, pet. I promise you, no
vampires, no monsters are going to lay a tooth on that
pretty neck again. I won't let that happen, Dawn.

BUFFY
She knows.

SPIKE turns his head, quickly hiding his surprise at finding her there. He shakes his head as she approaches. BUFFY sits on the other side of DAWN, and the two stare at each other.

BUFFY
She missed you. But she knew you'd come back. She
trusts you, Spike.

SPIKE
Sure you've advised her otherwise. Given her good
cause not to.

BUFFY stares back at him, and just as SPIKE looks away she speaks, causing his head to whip back.

BUFFY
I trust you too.

SPIKE stares in disbelief as BUFFY smoothes her sister's hair.

BUFFY
(looking at DAWN)
I trust you with Dawn. With her life. Without question.
(looking at him)
There aren't many people I can say that about.

SPIKE wisely says nothing, the two of them watch DAWN sleep in a silence that conveys a new understanding.

Scene: Hospital Corridor near DAWN's Room [Int.], Early Evening
ANYA is wandering rather aimlessly when turns around the corner, plowing into XANDER in the process.

XANDER
Whoa!

ANYA
Xander! Hi, sorry, I-
(sudden panic)
I didn't leave Dawn alone. Spike is-

XANDER
I know. Buffy went in, but I was looking for you.

ANYA
Oh. Well, you found me.
(hopeful)
You wanted me?

XANDER touches her elbow lightly, moving her more to the side of the corridor. ANYA leans in, and for a second it appears they might kiss. XANDER clears his throat and the moment is lost.

XANDER
I wanted to tell you... thank you. For everything you've
done since last night. Watching Dawn... just being
here. For all of us. Really above and beyond.

ANYA
Oh... well... gosh... you know that I love Dawn... and that
I... that there's nothing I wouldn't do for...for WILLOW?!?

WILLOW has appeared behind XANDER, who's looking at ANYA in confusion. Her excited gestures make him turn around, and he immediately gathers her in his arms.

XANDER
(very emotional)
Will... thank God!

WILLOW
Xander... is everyone okay? Please tell me...

XANDER
We're fine. It's all gonna be fine.

ANYA
Dawn was attacked, but she's gonna be okay.

XANDER releases WILLOW and she immediately wraps her arms around ANYA, who returns the hug, surprised and pleased.

WILLOW
Thank you...

And as the song, "Not Myself" by "John Mayer" starts, we dissolve to:

Scene: Inside DAWN's Hospital Room [Int.], Early Evening
BUFFY and SPIKE look up as WILLOW enters. BUFFY rises, overjoyed.

SONG
Suppose I said I am on my best behavior
And there are times I lose my worried mind

BUFFY and WILLOW hug, crying.

SONG
Would you want me when I'm not myself?
Wait it out while I am someone else?

SONG
Suppose I said
Colors change for no good reason

WILLOW approaches the bed and kisses the sleeping DAWN on the forehead. DAWN's eyes move open.

DAWN
(softly)
Willow…

WILLOW
Yeah. I'm back.

As WILLOW hugs DAWN tightly, the camera moves upwards to reveal all the group standing in the hospital room. There is unity again. This dissolves to:

Scene: Oz's Apartment [Int.], Night
OZ is staring out the window. We look over his shoulder at the full moon over the city.

SONG
And words will go
From poetry to prose
Would you want me when I'm not myself?

He moves away to pick up his guitar, and sees a strand of hair on the floor - WILLOW's - and he picks it up, closing his eyes.

SONG
Wait it out while I am someone else?

Scene: Graveyard [Ext.], Night
WILLOW is walking alone through the graveyard, a single red rose in her hand. She stops in front of TARA's grave.

SONG
And I, in time
Will come around
I always do for you

WILLOW kneels, placing the rose gently in front of the grave.

WILLOW
Goodbye, baby. I love you. Keep watching me. I'm
gonna be strong... strong like Amazon...

She stands and turns around, and we see BUFFY and XANDER behind her, waiting. She stands between them.

SONG
Suppose I said
You're my saving grace?
My grace...

The three friends walk away from the camera together as the song fades out.

ENDING CREDITS