Primeval

(March 31, 2000)

Written by: David Fury

Teaser

INT. BURNT-OUT RUINS OF SUNNYDALE HIGH - NIGHT

HIGH-ANGLE on BUFFY as she steps into FRAME, walking amid Riley's ash and rubble laden campsite. She looks around, eyeing his stuff: clothes, gas lamp, half-eaten canned goods, Xander's knapsack, etc., then squints into the darkness around her.

BUFFY
(calling out)
Riley?

Her call ECHOES and Riley's name reverberates throughout the empty husk of the school.

INT. ADAM'S LAIR - MEANWHILE (NIGHT)

ON RILEY standing rigidly in the middle of the cave, his eyes reflecting enormous confusion as we see

ADAM, circling him, studying him.

ADAM
Your thoughts are troubled.
In turmoil. I understand,
brother. We have a lot to discuss.

Riley appears to want to say something, but can't - as if he doesn't know how.

ADAM
Speak.

RILEY
What have you done to me?

ADAM
Nothing. It was Mother -
your Professor Walsh.
She implanted the behavior modifier.

RILEY
(stunned)
A chip in my head. She really did it.

Adam points to Riley's upper arm, near the shoulder.

ADAM
Actually, the chip is here.
Tied directly into your central
nervous system through the
thoracic nerve. This is phase
one of your preparation. It
lay dormant until the time
came. I simply activated it, brother.

RILEY
(snapping)
Stop calling me that. I'm
not your brother. You're a
botched science experiment.
And I'm a human being who's
going to do everything in his power to-

ADAM
Sit.

Without hesitation, Riley sits down on a large rock ledge unnerved by his lack of will.

ADAM
You have no power.

Riley's jaw clenches - he's fighting this as hard as he can.

ADAM
Not yet. Once you forget your
old life and embrace your destiny
as I have, you'll know power
you've never dreamed of.
(considers)
I think you're going to like it.

BLACK OUT

END OF TEASER
Act One

INT. ADAM'S LAIR - LATER

ON ADAM, pacing.

ADAM
Demons cling to old ways
and ancient feuds. And they're
hopeless with technology. Unworthy.

He passes by the still seated, immobile, Riley, who stares at the ground in protest.

RILEY
Not really wanting a lecture right now.

Adam ignores him.

ADAM
Disappointed by demonkind,
we turn to humans. Smart,
adaptive, but emotional and weak.
Blind. There is imperfection
everywhere. Something must
be done. Who will deliver us?

He pauses to give Riley a chance to answer - a professor with a promising student. After a beat…

ADAM
Mother. She creates me -
demon strength, human will,
high-grade titanium. Evolution
through technology. I am the new
standard for all living beings and
our mother knew that. She saw
our future, yours and mine.

Riley looks up at that.

ADAM
She saw that you are necessary.
She saw the role you will play
by my side. Stand up.

Riley obeys. Adam grips his shoulders, fraternally.

ADAM
You see, we are brothers, after all.

SPIKE (O.S.)
Warms the cockles of my
non-beating heart seeing you
lads together.

Adam turns to see Spike leaning up near the cave's entrance.

ADAM
I didn't send for you, Spike.

SPIKE
Yeah, well, I'm not much the
"being sent for" type. I'm more
of a "I did my part, so get this
chip outta my head" kinda guy.

Spike notices Riley and goes to him. Spike snaps his fingers in his face, pushes against his chest - Riley can't move.

SPIKE
Slightly stiffer than usual. It's
subtle, but I like it. What's with him?

ADAM
I activated his chip.

SPIKE
So it's chips all 'round, is it?
Someone must've bought the party-pak.

ADAM
You get yours out when the
Slayer is where I want her.

Riley reacts to that, eyes going sharply to Adam.

SPIKE
She's separated from her friends.
They want nothing to do
with her. She's all alone.

ADAM
That's how I want her. Where
I want her is down in the Initiative.
(to Riley)
She will ensure that as many demons
die as humans. She will achieve
maximum carnage before she is
too weak to go on.

RILEY
No! No you can't -

ADAM
(calmly)
Stop talking.

Involuntarily, Riley stops.

SPIKE
Right. The Initiative. But getting
her there, that's what the bleeding
disks are for, in'it? The little witch
gives her the info and - pop - Alice
heads back down the rabbit hole.

Adam goes very still, looks hard at Spike.

ADAM
The witch?

SPIKE
Willow. 'Bout so high, perky,
good with the math? Natural choice.

ADAM
Her friend.

SPIKE
Right.

ADAM
One of the friends from whom you
have so efficiently separated her.

SPIKE
Damn right I did. Should'a seen
'em. They won't be talking to
each other for a long, long -

The problem hits Spike. Adam stares at him.

SPIKE
Hang on. I think I might have
detected a small flaw -

ADAM
So, you failed.

SPIKE
Hey, you're s'posed to be so smart,
and you let me plan this thing? Okay,
let's not quibble about who failed who,
the important thing is making sure
the slayer is where we want -

ADAM
Go.

SPIKE
Gone.

Spike exits, then sticks his head back in:

SPIKE
So, we'll do the chip thing when I get back?

INT. GILES APARTMENT / EXT. COURTYARD - DAY

SFX - KNOCKING.

TRACKING WITH a severely hung-over GILES wearing his robe as he moves to answer the door to the courtyard. He rolls a couple of ice cubes inside a damp wash rag with which he dabs his brow, temples, the back of his neck.

GILES
(agitated)
Yes, yes… all right. Heard you the first time.

He opens the door.

REVERSE ANGLE to see it's WILLOW with TARA. Willow appears particularly uncomfortable, not really looking at Giles.

WILLOW
Hey.

GILES
Hello. Sorry about the robe…
getting a bit of a late start.

WILLOW
Right.

TARA
Hope you're feeling all right, Mr. Giles.

GILES
(covering manfully)
Oh, quite well. Probably have
a bit of a brisk jog later…

He can't maintain the pose any longer, lets it drop.

GILES
(weakly)
Did you want something?

WILLOW
I forgot my laptop and the disks.
(off his blank look)
The encrypted disks Spike stole
from the Initiative? I still need to
decode them.

GILES
Of course. Come in.

They enter.

GILES
Were you planning on… working here?
(wincing a little)
Typing and… talking… because
that would be fine.

WILLOW
No, that's okay.

Giles registers her coolness as she crosses to her laptop, leaving him and Tara standing together. They regard each other awkwardly for a few beats.

GILES
Can I offer you something?
Some breakfast?

TARA
We already had some… Lunch.

GILES
Yes, lunch. Which comes after breakfast.

TARA
(not unkindly)
Usually.

Mercifully, Willow returns, disks in hand.

WILLOW
Got 'em.

More awkwardness. Then Willow addresses Giles -

WILLOW
So… See you.

GILES
Right. Good luck with that.

WILLOW
Okay… Bye.

TARA
Bye.

Willow takes Tara's hand and they leave. Giles watches for a moment, then goes inside and shuts the door.

INT. BUFFY AND WILLOW'S DORM ROOM - DAY

ARC AROUND Buffy as she sits on the edge of her bed, looking alone and worried.
She glances over at Willow's side of the room, her dresser, her made bed, the framed photo on her end table.

INSERT PHOTO - Willow, Xander and Buffy, arms around each other, grinning - happier, simpler time. Well maybe not simpler, but certainly happier.

ON BUFFY as she moves to the phone and picks it up. She starts to dial, then hangs up. She's lost, doesn't know what to do.

Finally, she crosses to her closet and retrieves her weapons bag. She looks through it, trying to select certain armaments. Then, thinking better of it, she throws the bag's strap over her shoulder and exits, taking her whole arsenal with her.

INT. XANDER'S BASEMENT - DAY

CLOSE ON XANDER lying flat on his back in his sofa bed, under the covers, eyes open staring at the ceiling.

ANYA (O.S.)
Xander?

ANYA stands on the staircase. Xander doesn't move. She crosses to the bed.

ANYA
You said you wanted to check the
board at the unemployment office
this morning.

She looks under the covers.

ANYA
You can't go this way. They won't
even interview you if you're naked.

XANDER
I'm not going. There's never anything good.
(then)
Maybe I should join the army.

ANYA
Don't they make you get up really
early in the morning?

XANDER
Oh yeah. Never mind.

He pulls the covers over his head, Anya pulls them back down.

ANYA
Are you still upset about the
fight you had with your friends?

He doesn't answer her.

ANYA
That was hours ago. Get over it.

XANDER
Anya -
(stops himself)
Forget it.

ANYA
So they all think you're a lost,
directionless loser with no plan
for his future.
(dismissing it)
Pfff.

XANDER
Anya, you can't pfff that stuff away.

ANYA
Why not?

XANDER
(with difficulty)
I don't know, 'cause I think
maybe they're right.

Anya takes this in - then climbs onto the bed and lies down with him, puts her head on his shoulder.

ANYA
So what if they are? You're a good
person and a good boyfriend and you
do amazing things with your tongue
and I'm in love with you.

Moved, Xander pulls her closer.

ANYA
Whatever they think of you, it shouldn't matter.

Xander takes this in, then -

XANDER
Yeah. Yeah it doesn't matter.

INT. CAVE - DAY

Buffy stealthily, carefully, makes her way through the cave, armed with a HUGE BATTLE-AX, almost too big for her to carry, her bag over her shoulder. Much schmucky the bait. HIGH-PITCHED BAT SQUEALS startle her, as do the occasional sound of FALLING PEBBLES bouncing off the cave walls.

She comes to a widening in the cave. This could be it. She takes a deep breath, raises up her weapon and slowly makes her way in…

INT. ADAM'S LAIR - DAY

CLOSE ON BUFFY, her eyes quickly scan the space, then she lowers her weapon.

REVERSE ANGLE to find the lair is empty, the bank of computers dark and abandoned.

INT. SECRET LABORATORY - DAY

A well-concealed door SLIDES AWAY revealing

ADAM and RILEY, standing in some secret cave-like corridor. They step in. The door seals shut behind them.

ADAM
This is where it will all happen.
Where the new race begins.

REVERSE ANGLE to see a large surgical lab, with ten operating tables and several gurneys. A LARGE STEEL EXAMINATION CHAIR rests against the wall, across the room. Various equipment at each stations: bone saws, rib spreaders, transfusion pumps, etc.

RILEY
Where are we?

ADAM
In the Initiative. There are areas
nobody knew about, beyond those
who needed to. Mother kept her
secrets well…

Out of the corner of his eye, Riley sees someone appear to his right. He turns to face…

MAGGIE WALSH - Ashen-faced, with mottled skin, dead in the eyes, donning her usual lab coat which is now stained with blood and god-knows what else. In her hands, a metal bowl.

ADAM
(to Walsh)
Didn't you?
(to Riley)
This is all as she planned it.
Except she thought she would be alive…

ON RILEY's horrified expression. He stares at her as she continues past him…

RILEY'S POV - He sees tubes (through one of which is pumped a yellow-green fluid, and through another of which runs red rich blood) and a steel cable protruding from her chest wound and running into a BLINKING CYBERNETIC IMPLANT. (The size of a flattened baseball) at the base of her skull.

Walsh joins a man, in hospital scrubs, with a similar skull IMPLANT working at an operating station. The man places some blood internal-organ like thing in the bowl, then turns to face Adam.

It's dead DR. ANGLEMAN, the tube and cable running down his torso into his heart.

ON RILEY, unable to move, reacts in confused terror.

RILEY
Are you… is that what you're
going to do to me?

ADAM
They are just workers. You
know your destiny is greater.

Walsh and Angleman move away from the table and the subject they were working on sits up.

ON RILEY - His eyes widen as he recognizes

FORREST. Or parts of him, attached to a being that's alive and Adamized.

RILEY
Forrest… No. Oh, God.

His head slowly turns to look at Riley. In addition to a couple of minor cranial cybernetic implants, his lower lip and jaw is all scabby demon, causing the top of his head - with the Forrest features we recognize - to resemble a mask. When he speaks, his voice possesses that deep, Adam-like digitized resonance.

FORREST
God has nothing to do with it.

BLACK OUT

END OF ACT ONE
Act Two

INT. CAVE - DAY

Buffy makes her way out of the cave at an urgent pace. She comes to a point where it branches off in a few directions. Suddenly sensing something, she stops, whips around, bringing her axe up to hurtle it at-

SPIKE, who throws up his hands.

SPIKE
Easy, Sheriff. Watch where
you point that thing.

She lowers her weapon

BUFFY
What are you doing here?

SPIKE
Looking for a little weekend
getaway place. Shove off.

He starts to continue on.

BUFFY
Adam's been using these caves.
I found his lair.

Spike stops, reacting with feigned shock.

SPIKE
What? Cripes, that's all I need -
running into that goon. I ducked
in here last night. Soldier boys
were out in force. Lots of activity.

BUFFY
(wheels turning)
And Adam's cleared out of here.
Whatever he's planning, it's
about to go down.

SPIKE
Look at little Nancy Drew… What
about those disks I nabbed? They
oughta tell you something.

BUFFY
The disks? Oh, I - Willow has them.

SPIKE
Well, I'd get on that. Can't ignore
valuable information just 'cause you
two birds fell out, can you?

BUFFY
Right…

Now Spike starts off down one of the cave branches. Buffy eyes him as he goes.

SPIKE
'Course, you do what you want.
No worry of mine, now is it?

ON BUFFY, suspicion creeping into her expression.

INT. TARA'S DORM ROOM - DAY

Willow's in deep concentration as she works at the computer. Tara comes over with a cup of tea which she places on the table next to her. Then Tara kneads Willow's shoulders trying to help her relax.

TARA
Maybe you should rest. Clear your head…

WILLOW
Can't. Not now. I think I'm onto
something. I've been assuming the
ciphertext was encrypted with an
asymmetric algorithm. Then it hit me:
a hexagonic key-pattern. It's -
(off her look)
I'm scaring you now, huh?

TARA
A little. In a good way. It's like
a different kind of magic.

Willow offers her a smile, doesn't see -

THE MONITOR, where letters and numbers on screen decrypt themselves revealing blocks of text.

TARA
Hey! Look - you did it…

Willow turns back to the computer, confused.

WILLOW
I didn't. I haven't even
finished putting in the new code.

TARA
Well something's doing it.

WILLOW
It must be programmed to
self-decrypt at a certain point.
(irked)
That's so annoying. It's like
someone blurting out the
answer to a riddle just when you -

Willow catches Tara's bemused expression.

WILLOW
I mean - yippie! - we have the information.

Tara's reading the screen now. Her face clouds, concerned…

TARA
I don't know if "yippie"'s the
right response either. Read that -

THE PHONE RINGS, startling them. Tara answers it.

TARA
(into phone)
Hello? Um, yeah, she's right -
(reconsidering)
I mean let me check.
(to Willow)
It's Buffy.

She holds the receiver out to Willow.

INT. SECRET LABORATORY - DAY

ON RILEY, sitting in the large metal examining chair. He studies zombie Walsh as she sets up some medical instruments on a table next to him. After a moment…

RILEY
Professor Walsh?

Walsh continues her work, ignoring him.

RILEY
Professor Walsh… It's
Riley Finn. Can you hear me?

FORREST (O.S.)
She's dead.

Riley looks up to see

FORREST standing over him.

FORREST
Artificially reanimated with basic
to moderate brain activity. Mommy
can hear you. But she's still a walking corpse.

RILEY
So are you.

FORREST
(shaking his head)
Mm-mm. Got that wrong. I'm surging
with life. And strength? Adam made
me to be nearly as bad as he is…

He stretches and flexes his new demon arm.

FORREST
Really looking forward to trying
out your girl again.

RILEY
I'm sorry, Forrest.

FORREST
Don't be. This is the best thing that
ever happened to me. I'm free of all
my weaknesses - my doubts…
(eyeing Riley)
He's gonna fix you up too, soon as we
got some choice parts. Then you and
me'll be back on the same side,
moving toward a new future-

RILEY
(cutting him off)
I'll never let that happen.

FORREST
You don't get it, Brother. You
don't have a choice. Your will
belongs to us now.

RILEY
No. That's not true -

FORREST
Then why don't you get up out of
that chair and walk out of here?

RILEY
You can't - you can't control my -

But he stops abruptly as a firm voice interrupts -

WALSH
(flat, unemotional)
Riley.

Now Riley sees Walsh in front of him, holding a needle.

WALSH
Be a good boy.

ON RILEY - as his shock is supplanted by the sting of the needle she inserts in his arm.

EXT. QUAD - DAY

HIGH ANGLE as we see Buffy, Xander, Willow and Giles all warily approach each other from four separate directions.

BUFFY
(to Xander)
Where's Anya?

XANDER
Oddly, Anya opted not to join
us despite all the fun we had
at our last meeting.

WILLOW
And I don't think Tara felt welcome.

BUFFY
Why? Because of the things we said?
(off Will's hurt nod)
Will - who told you we were
talking behind your back. Specifically?

WILLOW
I - well -
(a little sheepish)
Spike - specifically. But -

BUFFY
(to Xander)
And who told you we thought
you'd be better off joining the army?

XANDER
(embarrassed)
That's not… exactly what he said.

Now Buffy looks to a blustering Giles.

GILES
You know, Spike can be quite
convincing when he -- I'm very stupid.

BUFFY
He played us. He wanted us to
fight. To split us up.

A beat as this sinks in. Then -

BUFFY
That's where it all came from.
The stuff we said the other night.

GILES
Of course. Piffle. Let's move on.

XANDER
I'm moving.

WILLOW
Me too.

BUFFY
Good. Great.

But there is no joy in their reconciliation. It's clear from the uneasy silence here and the tension throughout this scene that there's still a lot of hurt between them.

WILLOW
So - why do you think Spike made
with the head games?

XANDER
He's all dressed up with no one to
bite? He's got to get his yaya's somehow.

BUFFY
I think it's more than that. I think it's Adam.

XANDER
(forced shock)
Spike is working for Adam?!
After all we've done for -
(giving up)
No good. I can't even act surprised.

BUFFY
I went to Adam's lair just now. Adam
was gone and Spike "just happened" to
be there. He made a big noise about
how I should check out the
information on those encrypted disks -

WILLOW
Oh! Hey - I decrypted them!
(grumpy admission)
Well. They decrypted themselves
but I almost had it.

XANDER
Decrypted themselves?
Kinda defeats the purpose, yah?

GILES
What did they say?

WILLOW
A bunch of stuff we already knew
about 314 - but it also said there's
some "final phase" where Adam
manufactures a bunch of creepy
cyber-demonoids just like him.
There's a special lab down in the
Initiative, but it didn't say where it was.

BUFFY
Adam fed Spike the disks. It has to be.
He wants me to know all about his evil
guy assembly line.
(things clicking in her head)
And this lab is in the Initiative?

WILLOW
(nods)
Hidden somewhere.

BUFFY
(has got it)
Give this demon his due.
He thought this one out.

WILLOW
What do you mean?

BUFFY
You know how the Initiative has been
so overcrowded? Those demons were
too easy to catch. It's like they wanted
in that place -

GILES
The Trojan horse.

BUFFY
The demons are going to attack
the Initiative from inside.

XANDER
Demons versus soldiers… Massacre massacre…

WILLOW
…and Adam gets neat piles of parts to
start building his army. Diabolical yet gross.

They all take this in a moment.

XANDER
Does anybody else miss the Mayor?
"I just want to be a big snake."

BUFFY
I gotta shut him down, Giles. The
final phase is about to start.

GILES
We need to warn the Initiative -

BUFFY
They won't listen to me.

WILLOW
Riley?

BUFFY
He's a deserter. Anyway he… he got
some bad news, kinda took off.
Which is fine with me.

XANDER
(raises his hand)
Okay, I'm confused again. Adam has this
evil plan, why's he so anxious for you to
know about it?

BUFFY
Oh, he wants me down there. Probably
figures I'll even out the kill ratio.

XANDER
He's not worried you might kill, oh, say, him?

BUFFY
(concerned)
He's really not.

INT. SECRET LABORATORY - DAY

CLOSE ON ADAM

Who seems to sense something… Turns to Spike and Riley, full of anticipation…

ADAM
She's coming. I can feel it.

Spike takes this in. Riley's expression registers that he understands, but he's powerless to take action.

SPIKE
Good on you. Got a chunk of
prognosticating demon in there, eh?

Now Spike jumps up on one of the operating tables.

SPIKE
Now - if you'll just get this chip outta
my cranium, I'll be out of your way.
(re: his hair)
And mind the hairline. Don't fancy
fussing with a comb-over once I
resume my killing ways.

But to Spike's consternation - Adam doesn't budge.

SPIKE
Come on now. We had a deal.

ADAM
When she's here.

INT. GILES APARTMENT - DAY

Giles, Willow, Xander and Buffy look over an array of weapons and spell materials, which are laid out on the coffee table, couch and floor…

GILES
We have no lack of supplies - I only
wish I knew which ones would kill Adam.

BUFFY
According to Riley, Adam's power source
comes from a uranium core embedded
somewhere inside his chest. Probably near the spine.

XANDER
Great. So we just ask him to lie down
quietly while we do some exploratory surgery.

WILLOW
What about magic? Some kind of…
I don't know, uranium extracting spell.
(squinting)
I know. I'm reaching.

GILES
Perhaps a paralyzing spell. But I'm
afraid I can't do the incantation for one of those -

WILLOW
Right. Don't you have to speak it in
Sumerian or something?

GILES
I do speak Sumerian. The difficulty is,
only an experienced witch can incant it
- and you have to be within striking
distance of the subject.

XANDER
(to Buffy)
See what you get for taking Spanish
instead of Sumerian?

BUFFY
What was I thinking?

XANDER
So - no problem. All we need is
a combo Buffy with slayer strength,
Giles' multi-lingual know-how and
Willow's witchy power.

Giles shoots him a glance.

XANDER
Yeah, don't tell me, I'm just full of
helpful suggestions.

GILES
As a matter of fact, Xander, you are.

The others now look at Giles.

EXT. LOWELL HOUSE - DAY

To establish.

INT. LOWELL HOUSE - DAY

Xander, Willow, Buffy and Giles move through Lowell house, each carrying weapons and equipment. Their mood is tense, poised for battle.

WILLOW
(to Xander)
Nervous?

XANDER
No way. I'm full of that good old
Kamikaze spirit.

GILES
Xander. Just because this can never
work is no reason to be negative.

Now they arrive at the mirror that hides the Initiative elevator.

BUFFY
Game faces, guys. We're going in.

With that, Buffy unceremoniously SMASHES THE MIRROR.

INT. ELEVATOR SHAFT - DAY

CLOSE ON BUFFY AND WILLOW

Who are both wearing HARNESSES as, side by side, they RAPPEL their way down the side of the elevator shaft. Buffy notices that Willow looks a little frightened. A beat, then -

BUFFY
How you doing?

WILLOW
Super. What was I thinking,
using stairs all this time?

BUFFY
Okay. Good.
(a beat/then)
Will…

WILLOW
Really, Buffy, it's not as scary
as I thought.

BUFFY
No. I was going to say… I'm
sorry. I hate that things have been
so strained between all of us.

Willow takes this in. Then -

WILLOW
It's not your fault. Spike stirred up trouble.

BUFFY
But - I think trouble was stir
up-able. I think we've all sort
of drifted apart this year…
(off her silence)
Don't you?

WILLOW
(it's hard to admit)
Maybe a little. But, you know, first
year of college. Hard to keep the
high school gang together.

BUFFY
But I want it together. I miss you,
and Xander - and Giles.
(then)
And it is my fault. I've been a bad friend.
I got so caught up in my own stuff.

WILLOW
You're the slayer, Buffy. Your stuff is
pretty crucial.

BUFFY
I mean Riley. And - Riley, mostly.

Both of the girls are growing more emotional now.

WILLOW
I wasn't exactly Ms. Available either.
I kept secrets. I hid things from everyone.

BUFFY
That's not your fault. I mean, you were
going through something huge -

WILLOW
I wanted to tell you. But I was so scared…

BUFFY
You can tell me anything, Willow.
I love you. You're my best friend.

WILLOW
Me too. I love you too.

They try to rappel closer to one another, hug. But it doesn't go very well. Instead they wait until they land on top of the elevator - and practically fall into each other's arms.

BUFFY
Let's promise to never not talk again -

WILLOW
I promise. I promise…

Now XANDER, who was following close behind them, lands on the elevator. Before he knows what hit him, Buffy and Willow are all over him with the hugs and kisses.

BUFFY
Xander!

WILLOW
Xander! Wonderful Xander!

Xander reacts with confusion - then, with mounting anxiety.

BUFFY
Xander - you know we love you, right?

WILLOW
We do. Totally.

XANDER
Oh god. We're gonna die, aren't we?

WILLOW
No - we just missed you.

The girls squeeze him even more tightly. Xander, sandwiched between his two hugging friends, finally goes with it and grins goofily… Looks up at the descending Giles.

XANDER
(calling up)
Giles, hurry up! You definitely want
to get down here for this.

INT. ELEVATOR SHAFT - MOMENTS LATER (DAY)

CLOSE ON the seam to the outer elevator doors as Xander shoves a crowbar into it.

WIDEN to take in our heroes, together on top of the elevator, ready to face anything.

BUFFY
(sotto)
Okay. If we stick together, we'll
be fine. Everybody ready?

Everyone nods.

BUFFY
Good. Let's -

Pumped up, Xander and Giles force the elevator doors open. And freeze.

REVERSE ANGLE to reveal a dozen armed commandos, their rifles pointed at them.

BUFFY
…do this.

BLACK OUT

END OF ACT TWO

Act Three

INT. SECRET LABORATORY MONITORING ROOM - DAY

TIGHT ON MONITOR - We see Buffy escorted by six armed commandos down an Initiative Corridor. We hear:

SPIKE (O.S.)
It's Must-See TV.

PULL OUT to find Adam watching. Spike by his side.

SPIKE
Bait's been taken, trap's all set -
the Slayer has landed. So. One
chipperectomy, please

But Adam never takes his eyes off the monitor...

SPIKE
Hello? Paging Dr. Owe-Me-One...?

ADAM
She's not alone.

Spike rushes back to the monitor. We see what he sees: Xander, Giles, and Willow being escorted behind Buffy. Spike's face falls.

ADAM
You failed me again.

SPIKE
That's one way of looking at it.

ADAM
What's the other way?

Spike RUNS

Right into Forrest. Who easily holds him with a vise-like grip. Spike struggles - he's going nowhere.

SPIKE
Oh, come on! It's not like I wasn't trying!
That's worth something, right?

ADAM
I suppose... Yes - I will honor our
agreement and remove your chip.
(to Forrest)
Take his head off.

Forrest pulls Spike closer to the table, when Spike manages to bring up his arm and jab his lit cigarette in Forrest's eye. It burns with a SIZZLE, the pain causing Forrest to release his grip. Spike takes off. Forrest starts after him.

ADAM
Let him go.

Forrest stops, looks to Adam. Adam's still watching the monitors with something like rapture.

ADAM
There's nowhere left to run.

INT. COMMAND CENTER - DAY

Buffy, Willow, Giles and Xander stand before COLONEL McNAMARA who's looking the things through Giles' leather bag. They're surrounded by the armed soldiers we saw on the monitor.

BUFFY
Colonel -

COLONEL McNAMARA
Shut up. Got some nerve, lady.

BUFFY
You've got to listen -

COLONEL McNAMARA
You think you and your friends can
just keep waltzing into a government
installation, brandishing weapons like, like-

McNamara removes and old FOSSILIZED GOURD with numerous symbols and etchings inscribed upon it. He squints at it.

WILLOW
It's a gourd.

GILES
(somewhat sheepishly)
Magic gourd.

McNAMARA eyes them all.

COLONEL McNAMARA
What kind of freaks are you people?

BUFFY
Adam is here, Colonel. In the Initiative.

McNamara hesitates.

COLONEL McNAMARA
Nice try.

BUFFY
Those overcrowded containment
cells of yours? Compliments of
Adam. He's pulling a Trojan Horse
on you, Colonel. Waiting for his moment -

COLONEL McNAMARA
Every inch of this installation is under
constant, twenty-four hour surveillance.

WILLOW
Including the secret lab?

COLONEL McNAMARA
(brusquely)
Including everything!
(then)
What secret lab?

BUFFY
The one Adam's using. The one built
for the final stage in the 314 project.
(off his look)
And you have no idea what I'm talking
about, do you?

COLONEL McNAMARA
I know everything that goes on around
here. A tick on a mouse couldn't get in
without my knowing it. And if Adam
wants to try, we're ready for him.

GILES
Exactly how do you plan to get close
enough to Adam to remove his power source?

McNamara looks at him for a beat before answering.

COLONEL McNAMARA
Hit him simultaneously with multiple taser
blasters. Incapacitate him with as much
voltage as we can muster.

XANDER
Great plan. Right up there with "duck and cover".

BUFFY
I've seen Adam hit with a taser blast,
Colonel. He feeds on it. And now
you want to provide him with an
all-you-can-eat buffet.

COLONEL McNAMARA
You telling me my business?

Buffy takes a step forward, laying into him.

BUFFY
This isn't your business. It's mine. You,
the Initiative, the boys at the Pentagon…
You're in way over heads. Messing with
primeval forces you've got no comprehension of.

COLONEL McNAMARA
And you do.

BUFFY
I'm the Slayer. You're playing on my turf.

COLONEL McNAMARA
Maybe up there. Down here I'm the one in control.

With that - FOOM! The lights go out. Darkness. Replaced immediately with blue-gelled EMERGENCY LIGHTS, REVOLVING RED LIGHTS above the doorways. (NOTE: With the exception of the SECRET LABORATORY and the SECRET LABORATORY MONITORING ROOM, all of the Initiative is lit similarly - blue-gelled emergency lights, strobing red lights.) On a monitor we see a layout of the Inititative, its perimeter outlined in FLASHING RED.

DIXON
(re: panel read-out)
Sir, the power grid's down. Backup's not
responding. We're locked in.

Buffy and her friends exchange a look.

INT. SECRET LABORATORY MONITORING ROOM - DAY

CLOSE ON ADAM'S HAND as it pushes a lighted button on a control console marked "Main Power Grid". The button goes dark and we hear the faint dropping noise of something powering down.

ON ADAM as he moves his hand to another lit button marked "Containment Area". Above it…

A MONITOR displays a few holding cells, illuminated by EMERGENCY LIGHTING. The demons inside appear restless, testing the glass cage fronts, getting shocked, coming back for more. A SCIENTIST and a GUARD move through the shot.

Adam pauses.

CLOSE ON the button as Adam pulls it down. The button-light goes out and we hear a slightly closer powering-down noise.

ADAM
This will be interesting.

INT. CONTAINMENT AREA - DAY

SFX: A loud KLAXON repeatedly sounds.

The Scientist and the Guard freeze, and look at each other with mounting horror. They know what that sound means.

A SERIES OF CLOSE LOW-ANGLE SHOTS of cell doors slowly sliding open - legs and feet of various SNARLING, GROWLING, SQUEALING DEMONS squeezing themselves through the openings as soon as they're able.

The Guard pushes the Scientist behind him and struggles to retrieve his side-arm. Too late…

With a wildcat-like SNARL, a swift HAIRY-LIKE demon, almost too fast to see - a shadow really - pounces on them. Other evil misshapen things converge, some to join in on the feeding, others to move past them…

INT. COMMAND CENTER - DAY

Dixon, trying to maintain, is on a computer terminal.

DIXON
Colonel. Containment Area's been
breached. Hostiles are loose.

COLONEL McNAMARA
How many?

Dixon looks up at him, ashen-faced.

DIXON
All of them, sir.

McNamara swallows hard. Buffy crosses to him.

BUFFY
It's Adam.

Mac looks at Buffy, shaken.

BUFFY
I'm the only one who can stop him now
and you know it. Let me handle Adam.
You just get your people out of here.

Nervous soldiers eye their commanding officer expectantly as do Buffy and her friends. PUSH IN on McNamara, his lip now sweaty, eyes drifting in thought.

DIXON
Sir. Awaiting orders.
(beat)
Sir?

McNamara snaps out of it and addresses the commandos.

COLONEL McNAMARA
You men… follow me. We have to take
the armory. Now!

BUFFY
Colonel -

COLONEL McNAMARA
(barks to guards)
These people are under arrest. Do you understand?

The guards nod as he exits, followed by a group of commandos. The doors shut. Dixon and STAVROS watch them go. And the second they turn back…

CRACK-CRACK! Buffy clocks Dixon with a right cross, and in the same follow-through motion, kicks Stavros in the head. They're both out cold before they hit the ground.

BUFFY
We've got to find Adam.

WILLOW
On it.

She moves quickly to a terminal and starts typing.

GILES
Buffy, in order to perform the
enjoining ritual we're going to
need a place that's close to you and quiet.

XANDER
Uh, checking the monitors, I'd say world
war three just broke out. A quiet little
corner won't be easy.

BUFFY
First things first…

She looks over Willow's shoulder as Willow works.

INT. MAIN INITIATIVE ROOM - DAY

A BATTLEGROUND. CHAOS. Random flashing images.

-Pockets of commandos holding back an onslaught of demons with taser fire. The first wave of demons go down. But the second wave keeps coming…

-Spike, whomping any demon that gets in his way, as he looks for an escape route.

-A commando nails a demon with a round of machine gun fire. Then is attacked from behind by a vampire who sinks his fangs in the unlucky soldier's neck. As he goes down, his machine gun fires wildly.

-McNamara standing amid the fray, firing his pistol at any non-human thing in range, leading his men to the armory as they die out on him one by one.

COLONEL McNAMARA
Fall back! Fall back! Protect
the flank gunners and lock
down that pit!

Another one of his men gets pulled out of frame, screaming.

-At the dark edge of the Pit, a LAB COAT tries to climb out. A few dark purple tentacles reach up and yank him back in. He SCREAMS as he disappears.

INT. COMMAND CENTER - DAY

As Willow works at the computer, Buffy and the others are getting pretty antsy. Xander peers out the window on the door, keeping watch. Muffled explosions, getting louder, come from outside.

XANDER
Anybody else getting that warm,
sitting duck feeling?

BUFFY
How we doing, Will?

WILLOW
(re: monitor)
Hold on, hold on, look at this.
According to this, there's air
ducts and electrical conduits all running into…
(points)
… there.

BUFFY
So?

WILLOW
So, there's no there there. Look.

ON MONITOR - A schematic of the facility. Willow points out a blank area of the screen, next to the schematic.

ON BUFFY and GILES looking over Willow's shoulder.

BUFFY
It's Adam.

GILES
Are you sure?

BUFFY
Right behind room 314.

XANDER
What?! Are you telling me
a top secret government operation
has rooms they're not telling us
about? If we survive, I'm writing
my Congressman.

BUFFY
(to Willow)
Can you unlock it?

WILLOW
I don't have to. Every lock in the
Initiative's been disengaged.
(looking up)
Except the exits.

XANDER
Demon open house.

BUFFY
Great. So we know we're going to 314.
Now all we have to do is get there.

Buffy moves out. Xander grabs a fallen blaster as he and Willow follow her out.

INT. MAIN INITIATIVE ROOM - DAY

THE BATTLE RAGES. POPS and PINGS of gunfire and ricochets, ZAPs of taser blasters; indiscriminate SHOUTING.

In the B.G., pockets of commandos and demons locked in hand to hand combat.

ANGLE ON GRAHAM, in the thick of it, firing rounds of machine gun fire up above him.

NEW ANGLE: BUFFY, WILLOW, GILES and XANDER, entering the scene. Xander armed with a taser rifle taken off one of their guards. They move low and fast through the war zone.

A DEMON rears up before them. Buffy swiftly gives it a HARD KICK to the kneecap, CRACKING IT. The demon goes down, cradling its injury. Buffy slams it in the face and it's out. They continue.

A HAIRY DEMON comes running at them, Xander BLASTS it, not even stopping. It falls to the ground, writhing in charged agony.

Further on, a round of machine gun fire is fired at them. Buffy tackles Willow, the others also hitting the deck.

BUFFY
Come on!

She leads them to the entrance to the Restricted Area, just six feet away. She yanks the door open and hustles the others inside.

INT. ROOM 314 - MOMENTS LATER

They burst into the lab. Close the door behind them. Buffy checks around.

ON BUFFY, studying the area of wall, she runs her fingers across it.

BUFFY
It's here.

Willow joins her.

WILLOW
How do we open it?

Buffy finds the seam in the wall and PULLS the doors open, flooding the room with light. She peers into the connecting corridor to the secret lab, then turns back to the others.

BUFFY
Once I'm in - barricade it. Giles -
this place okay to be Magic Central?

GILES
It … should do.

Giles peers out the 314 door.

WILLOW
Long as we don't get all blowed up or nothin'.

XANDER
And what are the odds of that?

BUFFY
How long before the ritual kicks in?

GILES
Five minutes, give or take.

BUFFY
I'll move fast, then.

She crosses to the door.

XANDER
Buffy, I still don't like you going in alone.

Buffy stops and looks at him.

BUFFY
I won't be.

She gives a small, enigmatic smile then enters the corridor. Closes the heavy doors behind her. Giles and Xander work together to shove a laboratory table over to the doors, barricading them.

Explosions and the sounds of carnage grow louder outside as Willow kneels to the floor, unzips Giles' bag and removes various RITUAL SUPPLIES. She starts spreading them out around the floor…

INT. SECRET LABORATORY - DAY

Buffy enters from the corridor, and immediately freezes when she sees: RILEY, across the room, sitting.

BUFFY
Riley?

He slowly looks up at her. She runs to him. Then realizes… something's wrong.

BUFFY
Are you hurt? Say something.

He struggles for a beat, trying to form words. But he can't. He then looks past Buffy, his eyes registering alarm. Buffy spins around, ready to trade blows, and comes face to face with:

THE WALSH AND ANGLEMAN ZOMBIES, who stare at her dumbly with their dead eyes.

ON BUFFY, who stares back in terrified revulsion. After a shocked beat - she turns to Riley, fear and suspicion crossing her features.

BUFFY
Riley? What is this? Why
won't you talk to me?

ADAM (O.S.)
He can't.

Buffy turns to see Adam, standing in the doorway. Advancing on her, slowly. He has all the time in the world.

ADAM (O.S.)
He's not programmed to. He's
part of the final phase now, as
you were supposed to be -

BUFFY
Me?

ADAM
You should be fighting the
demons. Evening the kill ratio.

BUFFY
Sorry - Maybe it's the slayer in me,
but I don't jump through hoops on
command. I've never been one to tow the line.

Adam considers this. Then -

ADAM
Oh.
(to Forrest/simply)
Kill her.

Before Buffy can react, Forrest shoots out a hand and GRABS her from behind.

FORREST
I thought you'd never ask.

Buffy struggles in Forrest's superhuman grip as she sees:

WALSH moving at her with a whirring bone saw.

BLACK OUT

END OF ACT THREE
Act Four

INT. SECRET LABORATORY - DAY

Buffy struggles in Forrest's grip as Walsh moves towards her with the active bone saw.

ON RILEY, watching helplessly, straining to move or speak.

CLOSE ON the saw, as it's about to cut into Buffy's cranium. Before it has a chance…

BUFFY jumps up and, using Forrest as a brace, kicks the Walsh Zombie with both feet, sending it flying backward and propelling she and Forrest against a wall. The concussion causes

A GLASS BEAKER on a wall shelf unit to fall and SHATTER on the surgical table next to Riley.

ON RILEY - his gaze moves to the shards of glass.

OMITTED

INT. COMMAND CENTER - MEANWHILE

Colonel McNamara, pistol in hand, bursts through the door, panting, terrified. He looks around, moves to a communications console (identifiable by a headset), and starts pushing buttons when…

WHAM! A HULKING DEMON comes through the door.

Mac raises up his gun and fires. The first shot goes wide, then: Click. Click. Empty.

McNamara's POV - As the RAZOR-TOOTHED Demon closes in on him. He SCREAMS.

INT. ROOM 314 - MEANWHILE

THE CAMERA SLOWLY CIRCLES Giles, Xander and Willow as they sit cross-legged on the floor, in a triangular configuration, MID-RITUAL. Both doors now barricaded. The petrified rune GOURD between them, surrounded by four BURNING CANDLES. On the floor, to Willow's right, is a deck of TAROT CARDS and she refers to a thick, decrepit book in her lap.

WILLOW
(reading)
By the generous will of the
Ancients, the almighty power
of the Divine Spirits… Your
supplicants humbly beseech thee
to behold us, and that which we
possess… the moieties of the
One, the Avatar…

INT. SECRET LABORATORY - MEANWHILE

BUFFY flips to her feet, and INTO FRAME and engages FORREST, though his considerable strength puts Buffy more on the defensive as he drives her back.

ON RILEY, who, fueled by his concern for Buffy, forces out a single word -

RILEY
B-Buffy!

Upon hearing this, Forrest taunts Riley even further as he SLAMS BUFFY WITH A BRUTAL PUNCH.

FORREST
Shut up and watch me kill your
girlfriend, Finn. That's an order.

ON RILEY as, through sheer will and sweaty concentration, he creeps his hand along the table, over to the largest piece of BROKEN GLASS.

CLOSE ON his hand as it envelopes the shard.

INT. ROOM 314 - MEANWHILE

CLOSE ON Willow's hand as she turns over a tarot card and lays it down before her.

INSERT TAROT CARD: A picture of an ethereally striking woman, flowing hair, billowing robe… floating inches above the ground. Imprinted on the bottom is the word "Spiritus."

WILLOW
Spiritus… The Spirit…

She turns another card and lays it before Xander.

INSERT CARD: The picture is of a valiant knight in bloodied tunic emblazoned with a heart. At the bottom, it reads, "Animus".

XANDER
Animus… Heart…

Willow turns over another and lays it down before Giles.

INSERT CARD: A wizened scholar, surrounded by scrolls, and Old World globe. The word at the bottom: "Sophus."

GILES
Sophus… Mind…

Willow lays a final card down in the center, at the base of the gourd.

INSERT CARD: It's a picture of two hands intersecting each other - one open and outstretched, the other clenched into a tight fist. It reads "Manus."

WILLOW
And Manus. The Hand.

INT. SECRET LABORATORY - MEANWHILE

Riley PLUNGES the shard into his shoulder, the pain helping to clear his head.

ON FORREST and BUFFY, battling away.

RILEY reaches into his wound, digging around.

ON HIS FACE, controlled pain.

INT. ROOM 314 - MEANWHILE

The CIRCLING CAMERA's moving really fast now. Everyone's eyes are closed.

WILLOW
We enjoin that we may inhabit
the vessel - the hand -
daughter of Sineya, First of the Ones.

And an ORANGE LIGHT begins to spill out of cracks in the gourd, dimly at first, gaining in intensity.

INT. SECRET LABORATORY - MEANWHILE

FORREST grabs Buffy, lifts her high in the air. Instinctively, she grasps at an overhead wire, which gives way, SPARKING.

SLOW MOVE IN ON RILEY, grimacing, as his fingers try to grip something inside his open wound. Then, with a GRUNT and mighty effort, he yanks his had up in front of his face.

RACK FOCUS - Held between his thumb and forefinger is a dark gray CIRCUITRY CHIP, attached to apiece of metal and dripping with blood.

FOCUS BACK on Riley, as he turns his attention over to …

FORREST who SLAMS Buffy down hard onto a surgical table, winding and dazing her. Then he leans over her and presses his forearm to her throat. Walsh and Angleman move in, starting to secure her with the table restraints.

FORREST
(to Buffy)
That it? That all you got?

RILEY (O.S.)
No…

REVERSE ANGLE ON RILEY, standing behind them, with a bleeding shoulder.

RILEY
She's got me.

In a flash Walsh and Angleman come at Riley. He yanks the tubes out of their chests. Both zombies fall to the ground in writhing heaps.

Then Riley slugs Forrest, who barely registers it.

FORREST
Look who's come off the bench.

Forrest is about to strike back at Riley, forgetting about Buffy for the moment. She takes the opportunity to give Forrest a hard kick to the kidneys and pull Riley to the side.

BUFFY
(to Riley)
I need to get to Adam.
Like now. Are you able --?

RILEY
Go.

She nods and exits into the monitoring room. As Forrest recovers, Riley readies himself to take him on.

INT. SECRET LABORATORY MONITORING ROOM - CONTINUOUS

ADAM is at the monitors, watching the carnage on the floor.

ADAM
Mother always knew you were
going to prove to be a threat to her work.

He turns around.

PULL BACK to see Buffy standing behind him.

BUFFY
Yeah, well, Professor Walsh
was no dummy. A little light
on the sanity, yeah -

Adam attacks. FIGHT.

In the midst of it, Adam's SKEWERING ARM juts out and he attempts to impale her. Anticipating it, Buffy manages to grab and break off the skewer.

BUFFY
Broke your arm.

ADAM
Got another.

And with that, his other arm (through CGI magic) transforms - in an Iron Giant-like fashion - into a machine gun/rocket launcher combo.

ADAM
I've been upgrading.

BUFFY reacts. Then takes off across the room as Adam fires the machine gun at her, strafing the wall. She dives behind a console.

ON ADAM - Aiming his "arm" at the console. A rocket rotates into position.

INT. ROOM 314 - MEANWHILE

The three are bathed in ORANGE LIGHT emanating from the gourd. They're breathing heavily, faces drenched in sweat.

WILLOW
We implore thee: Admit us,
bring us to the vessel! Take us now!

OVERHEAD VIEW - Their heads simultaneously snap upward, as if staring at the ceiling (or us).

Then, suddenly, CAMERA SWINGS AWAY, SWOOPING toward the barricaded door to the secret lab. As it reaches the door, there's a blinding WHITE FLASH, and we're in…

INT. SECRET LABORATORY MONITORING ROOM - DAY

The zooming POV comes at

BUFFY - crouched behind the console, desperately thinking of her next move. As the POV is upon her…

ANGLE ON ADAM. He FIRES a rocket at the console.

KA-BOOM!

Much smoke. He squints into it and sees, RISING INTO FRAME…

BUFFY. But not Buffy. Something much more. An Uber-Buffy, exuding enormous power, charged with energy. Her eyes glow a fiery, incandescent ORANGE.

ADAM
You can't last much longer.

BUFFY
We can. We are forever.

Slowly at first, then more forcefully, she begins SPEAKING IN TONGUES. Or, more specifically, to INCANT in Ancient Sumerian, in a MULTI-HARMONIC voice.

BUFFY
(Sumerian)
sha me-en-dan. Gesh-toog
me-en-dan. Zee me-en-den.
Oo-khush-ta me-ool-lee-a
ba-ab-tum-mu-do-en.

BUFFY
(English translation)
We are heart. We are mind.
We are spirit. From the raging
storm, we bring the power of
the Primeval One.

ON ADAM, more fascinated than concerned.

ADAM
Interesting.

He fires his machine gun at Buffy.

BUFFY
(Sumerian)
Im-a sheng-ab.

BUFFY
(English translation)
Boil the air.

The bullets dissolve into tiny white clouds a few feet from Buffy as if her aura was made of acid.

ON ADAM now more concerned than fascinated.

ADAM
Very … interesting.

INT. HALLWAY OUTSIDE 314 - DAY

A large HAIRY DEMON is at the door, pounding violently on it, trying to break it down.

INT. ROOM 314 - DAY

PANNING AWAY from the barricaded door to Willow, Giles, and Xander, still deep in a trance, oblivious to the SAVAGE POUNDING.

INT. SECRET LABORATORY - DAY

Riley and Forrest FIGHT, or more accurately, Riley is getting his ass kicked.

FORREST
What are you making me do this for?

A roundhouse from Forrest sends Riley careening into a small grouping of GAS CANISTERS in a corner of the room, knocking some of the tanks over.

ON RILEY, his forehead now bleeding as well, takes in one of the canisters.

FORREST starts to cross toward him.

FORREST
Not that I'm not enjoying myself.
But Adam's not gonna like it if I -

WHAM! Riley hits him across the face with one of the metal canisters. And again. Not doing any serious injury, but beating Forrest back, nonetheless. Back near the broken, SPARKING cable.

Then Forrest shoots out a hand and grabs the tank away from Riley. Raising it up to strike back, he stops when he sees

IN SLO-MO

FORREST'S POV - RILEY runs to a gurney, flips it over and dives behind it.

ON FORREST, squinting at that, then sniffing something in the air. He looks closer at the canister. Emblazoned on the side is the word "Flammable".

INSERT - CANISTER'S OPEN VALVE - accompanied by a slight HISSING sound.

FORREST looks up at the SPARKING wire. He gets it.

BOOM! FORREST GOES UP in an EXPLOSIVE BALL OF FLAME. The blast sends the gurney and Riley, slamming painfully into the wall.

INT. SECRET LABORATORY MONITORING ROOM - DAY

ADAM launches a rocket at Uber-Buffy.

Buffy says softly:

BUFFY
(Sumerian)
Kur.

BUFFY
(English translation)
Change.

Accompanied by a HARMONIC TONE, the rocket morphs into 3 birds that fly up and off.

Adam raises his arm to fire again, Buffy gives a small wave. Another TONE and his arm weapon MORPHS back into his demon arm.

Adam, becoming enraged, swings at Buffy. She dodges it, then starts trading blows with him. This time, as opposed to the past, Adam is on the ropes. She's the faster, stronger…

ADAM
How… can you…?

BUFFY
You could never hope to
grasp the source of our power.

In a last ditch effort to regain control of the battle, Adam rears up, and…

BUFFY puts her fist through his chest… Adam tries to beat her off, but can't. After a moment, Buffy pulls her fist out.

BUFFY
But yours is right here.

She opens her hand - inside is a uranium core in its lead casing.

Riley enters in time to see Adam drop dead.

RILEY
Buffy?

She doesn't answer. Buffy holds out the uranium core and opens her hand. The core begins to levitate, rising higher, then hovering.

ON BUFFY - focusing her brilliant orange eyes at it.

The CORE suddenly becomes immersed in BLUE FLAME and vanishes.

Riley moves to Buffy, though she doesn't seem to notice him at first as she's lost in some rapture. He touches her face, she looks at him. She move to kiss him when suddenly she throws her head back and collapses into him.

INT. ROOM 314 - DAY

FLASH! THE CAMERA SWINGS UP AND AWAY from the secret entrance door, into a

BIRD'S EYE VIEW of Willow, Giles and Xander.

NEW ANGLE as everyone's heads snap down to their chests. Their eyes flutter open, as if waking from a dream. They appear as exhausted as they are exhilarated by the experience. They share a spent look.

WILLOW
Wow… That -- that was…

WHAM! The outside door to 314 comes crashing in, the table barricade falls away. And standing in the doorway is

THE HAIRY DEMON. He charges the three, who are still disoriented and are in no condition to defend themselves. The demon lunges, SNARLING RAVENOUSLY.

Just as it's about to land, it's suddenly tackled from behind by

SPIKE. Spike and the demon go crashing into the opposite wall, then Spike grabs the demon's head and twists, snapping it's neck. The beastie falls dead to the floor.

SPIKE
(catching his breath)
Whew. Nasty sort of fellow.
Lucky for you blighters I was here, eh?

GILES
Well, yes. Thank you. But
your heroism is slightly muted
by the fact that you were helping
Adam start a war that would kill us all.

XANDER
You probably just saved us so
we wouldn't stake you right here!

Spike is taken aback.

SPIKE
Well, yeah.
(then)
Did it work?

The others exchange glances… They probably can't, much to their dismay. Spike picks up on this, relieved.

SPIKE
Well then everything is all right
and we all get to be not staked
through the heart. Good work, team.

POUNDING on the door, the others brace themselves. The door's kicked in by BUFFY, who enters with Riley. Spike is forgotten as Giles, Xander and Willow react with surprise and relief upon seeing them. Crowd around.

GILES
Buffy!

WILLOW
Wasn't it amazing?

XANDER
You were great.

BUFFY
We were great.

RILEY
We still got men out there.

SPIKE
Well let's go save them, by gum!

The gang shoots him a look. Buffy doesn't. She's all business, heading for the door, giving orders to the others as they fold in behind.

BUFFY
You guys get to the exits, get
'em open somehow. Riley, try
and organize the soldiers, pull
'em back. I'll take point.

WILLOW
You up to this?

BUFFY
I seriously am.

As she says it a DEMON appears in the doorway. She hits it with incredible force, as her fist connects…

INT. SHADOWY WASHINGTON CONFERENCE ROOM - NIGHT

CLOSE ON WARD (the "suit" from the Ep. 20 teaser) sitting at the head of the conference table. He reports to an assemblage of SHADOWY SUIT HIGHER-UPS. Everything is quiet, no movement - in contrast to the intercut images of carnage and such.

WARD
This was an experiment. The
Initiative represented the government's
interest in not only controlling the
Otherworldly Menace, but in
harnessing its power for our
own military purposes. It is
the considered opinion of this
council that the experiment has failed.

INTERCUT WITH:

INT. MAIN INITIATIVE ROOM - DAY

MOS shots of Buffy battling demons and vampires;

In the b.g. we see Riley barking orders to Graham, who hesitates at first, eyeing Riley. Then, after a beat, Graham nods and forwards the orders to the other grunts.

WARD (V.O.)
Once the prototype took control of
the complex our soldiers suffered a
forty percent casualty rate, and it
seems that it was only through the
actions of a deserter…

INTERCUT WITH:

INT. ELEVATOR SHAFT - DAY

Xander, Giles and Willow, helping with the commando evacuation (among them is GRAHAM) - guiding the commandos to and up the rappelling ropes to safety.

WARD (V.O.)
… and a group of civilian insurrectionists
that our losses were not total. I trust the
irony of that is not lost on any of us.

INT. MAIN INITIATIVE ROOM - NIGHT

A SECURITY MONITOR VIEW - two demons, crouched over a commando body, feeding on it.

WARD (V.O.)
Maggie Walsh's vision was brilliant,
but ultimately insupportable. The
demons cannot be harnessed, cannot
be controlled.

OMITTED

INT. SHADOWY WASHINGTON CONFERENCE ROOM - NIGHT

The briefing continues…

WARD
It is therefore our recommendation
that this project be terminated, and
all records concerning it expunged.
The soldiers will be debriefed, standard
confidentiality clause. Civilians will be
monitored, and we have the usual
measures prepared should they
try to go public. We don't think they will.

INT. MAIN INITIATIVE ROOM - NIGHT

Back to the SECURITY MONITOR VIEW of the two demons, still feeding on the dead commando.

WARD (V.O.)
The Initiative itself will be filled in with
concrete. Burn it down, gentlemen.
Burn it down and salt the earth.
(beat)
That's all.

The video image washes out, turning to STATIC

OMITTED

BLACK OUT

END OF SHOW