Shadow

(October 6, 2000)

Written by: David Fury

Teaser

FADE IN:

INT. CATSCAN ROOM - EARLY MORNING (DAY 1)

We hear a HUM and come up CLOSE ON JOYCE, lying on her back -- her hair pulled back, her eyes filled with apprehension and dread -- and we realize she's MOVING.

WIDEN to find her in a lonely and sterile room, attired in a white hospital gown and lying on an X-ray table as it mechanically slides her into the "donut" opening of the scanner.

FROM ABOVE - ANGLE ON JOYCE, her head in the center of the circular opening, as the table comes to a halt and the HUM STOPS. Quiet now, save for Joyce drawing deep calming breaths. Nothing happens for a few moments. Then...

A SHARP, LOUD AND DEEP ELECTRICAL BUZZ blares as the scanner takes the first of several pictures. Joyce cringes, squeezing her eyes shut, trying to stave off the DEAFENING NOISE that ECHOES around her head and into...

INT. HOSPITAL HALLWAY - MEANWHILE (EARLY MORNING)

DAWN sits alone on a bench, nervously fidgeting, lost in thought as...

A HAND, holding a can of soda, moves into frame and nudges her. Dawn looks up, takes the soda. BUFFY sits down next to her. They both pop their tops and drink in silence for a moment or two, staring outward.

DAWN
What is a CATscan, exactly?

BUFFY
(shrugging)
I'm not sure. An X-ray, I guess.

Beat.

DAWN
But where'd they get CATscan from?

Buffy doesn't answer. She obviously doesn't feel like talking. Dawn continues, undeterred.

DAWN
I mean, did they test it on cats?
Or does the machine sort of look
like a cat?

BUFFY
(turns to her)
Dawn...

She looks at Dawn and hesitates as she's immediately struck by the scared and vulnerable look in her eyes. Talking, Buffy realizes, is Dawn's way of coping.

Without another word, Buffy drapes her arm around her sister. They sit and drink their sodas.

INT. THE MAGIC BOX - MORNING

CLOSE ON YELLOW PAGES AD: "THE MAGIC BOX" is printed across an artist's rendering of the shop's storefront. Explosion balloons scattered about the ad read: "Crystals!" "Potions!" "Death Charms!" "Lollipops for the kids!" And below, it reads: "Your One-Stop Spot To Shop for Lots of New Age and Occult Items," a line read aloud by:

TARA (O.S.)
(reading)
Your One-Stop Spot to Shop for
Lots of New-Age and Occult Items."

ANGLE ON TARA and GILES standing at the counter, looking at the open phone book. Tara looks up at him.

TARA
Catchy.

GILES
Think so?

TARA
Uh huh. In a... hard to say sorta
way. But, I think it's great.

Giles eyes the ad with concern.

ANGLE ON WILLOW, XANDER and ANYA entering the store (devoid of customers as it's before business hours).

XANDER
Just saying I think it's rude.

WILLOW
Wouldn't call it "rude..."

XANDER
Rude-ish. Rude-esque? Whatever
you want to call it, when a person
makes a "Destroy All Vampires"
date, it's simple courtesy to wait
for your co-destroyers. Am I
right, Giles?

ON GILES, still scrutinizing his ad.

GILES
I'm almost certain you're not.
Though, to be fair, I haven't been
listening.

TARA
The new phone book's in with
Mr. Giles' ad.

Willow and Anya move to take a look. Xander doesn't care as he's mid-ranty.

WILLOW
Ooh. Nice.

ANYA
Yay. Am I mentioned?

GILES
Not as such.

Xander sidles up to Giles.

XANDER
Okay, we were supposed to meet up
with Riley this morning to take on
a nest o'vamps holed up in tomb.
So we get there and guess what?
Tell him, Will.

WILLOW
Tomb go boom.

XANDER
Yep, Captain America blowed it up
real good. All by his lone wolf
lonesome.

GILES
Hmm. Rather reckless of him.

XANDER
I'd say very rather.

GILES
All that aside, I should think you'd be
pleased to avoid the confrontation.

ANYA
That's what I've been saying. I mean,
I, for one, wasn't looking forward to
starting my day with a slaughter.
(thoughtfully, pleased with herself)
Which, really, just goes to show how
much I've grown.

GILES
In any event, since you're all here,
Tara and I could use some help
researching Buffy's mystery woman.

The others sit down and pull books toward them.

XANDER
(sarcastic)
Oh, yeah, this has been fruitful.
Trying to look up something you
never saw and don't know the name
of.

ANYA
Just do what I do - Flip through
pages and look busy.

WILLOW
It'd just be nice if we knew where
she was - where she's hiding out.

XANDER
No doubt lurking around some
sewer, condemned church or rat-
infested warehouse. You know, the
usual haunts....

INT. GLORY'S BEDROOM - MEANWHILE (MORNING)

PAN ACROSS a luxurious bedroom, gold-framed paintings, exquisite crown molding, an expensive antique vanity, as we hear:

DREG
Most beauteous and supremely
Magnificent One...

COME TO STOP ON a SHORT, COWLED DEMON, kneeling on the floor. This is DREG. Though his head is slightly bowed, we can make out his yellowed molting leprous skin. He holds up a rolled sheet of crumbling PAPYRUS.

DREG
This dark spell I hold in my
worthless and scabby hand is our
gift to you, most wonderful and
tingly Glorificus, most--

GLORY (O.S.)
Please...

PULL OUT to see GLORY stretched out on her plush double king-size bed. Near the foot, a dozen or so shoeboxes piled atop one another. (Throughout the scene, she takes a single shoe out of a box, tries it on, discards it, then tries on another.)

GLORY
Call me "Glory."
(tosses away a shoe)
And get up, looking at you's hurting
my neck.

DREG stands, horrified at that piece of news.

DREG
(desperate)
Forgive me, Most Shiny Special One.
I beg of you to rip out my inadequate
tongue and--

GLORY
Gimme.

Dreg obediently crosses to her, sticks out his tongue, and closes his eyes in anticipation of it being torn out. Instead, Glory snatches the papyrus from his hand, unscrolls and reads. Dreg, pleased and grateful, backs away.

DREG
You should know, Your Elaborate
Marvelousness, that this Dark
Incantation was lost for eons and
great dangers were faced to--

GLORY
Uh huh. Does this pump make my
ankle look bony?

Dreg hesitates, taken aback. Glory looks at him, pointedly.

DREG
(recovering)
No! No, Terrifically Smooth One.
It is the epitome of ankles. To
touch such an ankle would be the
most... but I am not touching. I
am backing away.

She kicks off the shoe. It HITS Dreg square in the face.

DREG
Owww! Thank you.

Glory gets up and crosses to him.

GLORY
Dreg, is it?

DREG
Yes! Dreg! Your Creamy Coolness has
honored me by speaking my name.
Your voice is like a thousand sweet
songbirds--

GLORY
(cutting him off)
Yeah, I never tire of hearing that.
(crossing away)
Look, just so we're clear, this
spell's going to work, right? I
mean, nothing worse than a gift
that doesn't work. Then I have to
get all mad and kill you. It's a
whole big thing.

DREG
It will work, Your Extremeness.
Provided you have the other items
you need.

GLORY
(menacingly)
Oh, don't worry. I'll have them all right...

She arrives at her vanity and looks down.

GLORY'S POV - PUSH IN on a phone book resting on the vanity, opened to (wait for it... yes...) the ad for "The Magic Box."

She rips the page violently out of the book.

GLORY (O.S.)
I'll have it all.

BLACK OUT.

END OF TEASER
Act One

EXT. BUFFY'S FRONT PORCH - MORNING

RILEY arrives at the front door and is about to ring the bell when he notices...

RILEY'S POV - The door is partially ajar.

RILEY pushes the door open a bit more and knocks.

RILEY
(calling)
Hello? Buffy?

He waits for an answer. Getting none, he enters.

INT. BUFFY'S FOYER - CONTINUOUS - MORNING

RILEY looks around for a moment, then spots something on the floor and squints. He reaches down and brings up...

An old, stained, slightly singed WOOL BLANKET. Just as he registers its meaning, he hears the CREAKING OF FLOORBOARDS. Someone's upstairs.

Riley drops the blanket and moves quickly, but stealthily up the stairs.

INT. BUFFY'S BEDROOM - MORNING

CLOSE ON BUFFY'S PINK SWEATER, hunched up and pressed into someone's face, obscuring it for a moment, the someone raises his head, drawing in the scent. It's SPIKE. He is standing in front of Buffy's dresser, its drawers all pulled out and tumbled. Eyes closed, he allows himself a soft, low...

SPIKE
Mmmm...

Now we see RILEY standing behind him in the doorway.

RILEY
What are you doing in here?

ON SPIKE - caught.

SPIKE
What, me?-- I was, uh...
(stashing the sweater
behind him)
Uh...

He looks at Riley, glaring at him. Tries the offensive...

SPIKE
What are you doing in here?

Riley crosses to him, fists clenched.

RILEY
Looking for the girl who's going to rip
your arms off when she finds out you
were in her room.

SPIKE
Oh, yeah? Well... me, too.

RILEY
Were you... Were you just smelling her
sweater?

SPIKE
(scoffing)
Noo...

Riley looks at the sweater behind Spike's back. Spike realizes he's caught and brings the sweater out in the open. Tries a little bare-faced bravado:

SPIKE
Yeah, alright. I did. It's a
predator thing. Nothing wrong
with it. Know your enemy's scent.
Whet the appetite for the hunt...

He smells the sweater again in a more aggressive feral way than before, GROWLING as he does.

SPIKE
Yeah, that's the stuff. Slayer musk.
Bitter and, and aggravating... Rrrr.

ON RILEY, his eyes narrow. He's seen and heard enough.

RILEY
Out.

He grabs Spike by the collar and hauls him out of the room. As Spike is pulled past, he grabs something very small and lacy from Buffy's top dresser drawer and stuffs it into his pocket.

INT. BUFFY'S FOYER - A MOMENT LATER - MORNING

Riley has hold of the back of Spike's coat, push/walking Spike all the way down the stairs.

SPIKE
Watch it! Easy! You're bruising
the leather.

Spike breaks free at the bottom of the stairs and turns to confront Riley.

SPIKE
I know for a bleeding fact the
Slayer wouldn't mind me being here.

RILEY
(sarcastic)
Right. What's a little sweater
sniffing between sworn enemies?

SPIKE
Your girl in the habit of buying her
enemies drinks? 'Cause she spent the
better part of last night with me -
doing just that.

RILEY
(not buying it)
'Cause you two are such tight pals.
Tell me another.

SPIKE
'Kay. How 'bout this one? Twice
in recent memory, she's had the
loverwiccas do a de-invite on the
house, keep out specific vamps.
Ever ask yourself why she's never
taken my name off the guest list?

Riley hesitates, that one surprised him.

RILEY
Because you're harmless.

SPIKE
Yeah. Right. Takes one to know,
I s'pose. Least I still got the
attitude. What've you got? A
piercing glance? Face it, white
bread, Buffy's got a type and
you're not it. She likes us
dangerous, rough, occasionally
bumpy in the forehead region...

ON RILEY, absorbing Spike's words. Not liking them.

SPIKE (O.S.)
Not that she doesn't like you,
but, sorry, Charlie -- You're just
not dark enough.

Riley suddenly and violently grabs Spike, LIFTS him by the collar and holds him outside the door. Spike twists in the dappled sunlight, trying to avoid the direct light.

SPIKE
Hey! Hey!

RILEY
Am I dark enough for you now?

SPIKE
Here! Bloody pull me back in, you
sod. I'm starting to sizzle.

Smoke does indeed start to rise from Spike.

RILEY
You don't know anything about
Buffy. Never did. I'm the only
one that knows what she needs.

SPIKE
Oh, yeah? That why you're with her
at the hospital right now. Giving her
what she needs.

Riley pulls Spike back inside, spins him around and grabs his lapels.

RILEY
What are you talking about?

SPIKE
Don't you know? Didn't she call you?

Riley gets in Spike's face.

RILEY
Tell me!

SPIKE
Mum is sickly. Buffy took her to the
hospital for a little prod and probe.
Bite-sized one went too.
(then, enjoying himself)
Funny her not calling you about
it. I've known since last night.

Riley throws Spike out the door.

SPIKE
Whoa, whoa! Blanket!

Riley snatches up the blanket, throws it in Spike's face.

Spike leisurely pulls his blanket on over his head. He also pulls the lacy-something from his pocket and fingers it as he strolls out.

INT. HOSPITAL HALLWAY - LATER (MORNING)

Buffy is standing outside an Exam Room. Looks as if she's trying to marshall some courage before entering. She's just about to go inside when a hand falls on her shoulder. She turns to find Riley. He looks a little uncertain, not sure she wants him there.

BUFFY
Riley.

RILEY
Hey. I heard and I thought maybe
you'd need...

Buffy moves into his arms - scared and grateful for his presence.

BUFFY
I do. I'm glad. I just - I didn't want
to... until we know what it is...

RILEY
I understand.

Beat. Then...

RILEY
How's she doing?

Buffy shakes her head.

BUFFY
They did a CATscan. I was just
going in to find out...
(breaks from him)
Can you stay with Dawn for a
minute while I talk to mom? She's
in the waiting room.

RILEY
You got it.

Buffy nods, grimly. Riley tries to give her a reassuring smile - but she's already moving away.

INT. EXAMINATION ROOM - LATER (MORNING)

CLOSE ON the door opening as Buffy enters the darkened room.

BUFFY
Um, hi...

REVERSE ANGLE to see Joyce, back in her clothes, and DR. ISAACS, 50ish, her physician, turning to look at Buffy. They're standing (and are illuminated) by an X-ray LIGHT BOARD on which three CRANIAL CATscans hang.

BUFFY
Okay if I...?

JOYCE
Of course, baby, come in... Where's--?

BUFFY
She's with Riley. Watching TV in the
waiting room.

Dr. Isaacs moves to leave.

DR. ISAACS
Excuse me, I'll just go check on the
status of the OR.

He crosses by Buffy, who eyes him with concern, and exits. Buffy turns to Joyce.

BUFFY
OR?

JOYCE
Dr. Isaacs says I'm lucky there's one
available on such short notice. Some
people have to wait days. Sometimes
weeks.

BUFFY
Mom...

JOYCE
(distracted, bemused)
Lucky, he said.

Buffy puts a hand on her mother's arm.

BUFFY
Mom, what did they find?

Joyce looks at her a moment, then shrugs.

JOYCE
A shadow.

She points to the X-RAYS on the light board.

JOYCE
I've got a shadow. There.
(squinting)
Or there. He showed me, but--
They have to do a biopsy to find
out exactly what it is.

Buffy grabs her mother and holds her tightly.

JOYCE
The doctor says it's too soon to be
concerned.

BUFFY
Right. No concern.

JOYCE
Right. It's just a shadow.

Still holding her, Buffy glances up at

BUFFY'S POV - The front-view cranial X-ray.

WILLOW (PRE-LAP)
I just wish we knew what
we're dealing with...

INT. THE MAGIC BOX - MEANWHILE (MORNING)

Xander, Willow and Tara are at the table, perusing the reference books. Giles is at the cash register. Anya tends to a CUSTOMER in the B.G., and a couple of OTHER CUSTOMERS mill about.

WILLOW
It feels like we're going around in
circles.

XANDER
Our circles are going around in circles.
We got dizzy circles here, Giles.

A customer approaches Giles with a small statue. Giles rings it up.

GILES
(to customer)
Ahh. Weeping Buddha... Deeply
mystical. And it makes a lovely
paperweight.

TARA
Maybe... She isn't in the books.

The others look at her.

WILLOW
What do you mean?

TARA
I mean, what if she's not a demon.
Or sorceress or spirit or whatever
these books cover... What if
she's something else altogether.

Giles is handing the customer his change.

GILES
(to customer)
Thank you, come again.
(to Tara)
Something new, you mean.

The customer exits.

TARA
Something old. So old it predates the
written word.

WILLOW
Giles. The Dagon's Sphere. You said it
was created to repel...

GILES
(finishes the thought)
"That which cannot be named."

WILLOW
'Cause, I'm thinking, maybe she...

GILES
Predates language itself.

XANDER
(slamming a tome shut)
Hey, if it means I don't have to read
any more, woo and, might I add, a big hoo.

Giles has turned away from the cash register to talk to the others...

GILES
If Tara's right, then we're blind.
There's no way for us to determine
her moves, her habits.
(he turns back,
thinking)
Where she'll turn up nex--

Giles finds himself face to face with

GLORY. Who stands waiting at the register.

GILES
Oh. I beg your--

GLORY
Yuh-huh. I want these.

She holds up two items: an ANCIENT STONE FRAGMENT with a few indecipherable MARKINGS on it, and a garish, OVERSIZED GREEN JEWELED CHARM (Khul's Amulet) from a broken necklace.

Giles looks at the items, starts ringing them up.

GILES
(to Glory)
Of course. Did you find everything
alright?

GLORY
No problemo.

GILES
Good. Your change... your copy
of the receipt... and thank you.

Giles watches Glory exit with her purchase for a brief moment. Then, turning back to the others...

GILES
She could be anywhere. But if she's as
powerful as Buffy says, I imagine it
won't be long before she makes her
presence known...

INT. HOSPITAL WAITING AREA - LATER (AFTERNOON)

ON DAWN, dozing on a chair as a windbreaker is laid over her, like a blanket.

WIDEN to see it was done by RILEY, who stands over her for a moment. The room is sparsely populated and quiet, except for the occasional PAGES over the P.A. and a television mounted high in the corner.

ANGLE ON BUFFY, sitting nearby, watching and appreciating him.

Riley comes over and sits next to her. She leans into him and he puts his arm around her.

They stay like that for a moment until Buffy sees

BUFFY'S POV - DR. ISAACS, enter through a door at the far side of the room, scanning the room.

Buffy gets up. Riley rises, too, but Buffy gestures for him to wait.

She crosses to Dr. Isaacs, he sees her.

DR. ISAACS
Everything went fine. They're moving
her to recovery now.

BUFFY
Do you have the results yet?

Dr. Isaacs pauses for a moment.

DR. ISAACS
Why don't we sit down over--

BUFFY
No. Excuse me, no, Doctor. Not to be
rude, but I don't wanna sit down. I've
been doing nothing but sitting down
for hours. Just tell me...

DR. ISAACS
Your mother has... The term is "low-
grade glioma." It's a brain tumor...

ON BUFFY, reacting.

PUSH IN on her as the doctor continues talking. Buffy's eyes become glazed over and the doctor's voice fades away.

DR. ISAACS
The clinical name's Oligo...
dendro... glioma. It's in the
left hemisphere of the cerebrum.
In your mother's case, the tumor
seems to have started there. In
other words, it hasn't spread
there from another part of the
body... which, in a way, is good
news...

We're still on Buffy as we...

BLACK OUT.

END OF ACT ONE
Act Two

INT. THE MAGIC BOX - AFTERNOON

ANGLE ON ANYA, at the cash register. She suddenly notices a sales receipt. Immediately, panic sets in as she stares at the receipt, disbelieving.

ANYA
Hey... Hey!! HEY HEY!!!

WIDEN as the Scoobies come over.

GILES
Anya, your "heys" are startling
the customers.

XANDER
And pretty much the state.

ANYA
(to Giles)
You sold someone Khul's amulet AND
a Sobekian Blood Stone.

GILES
Yes, I believe I did.

ANYA
Are you stupid or something?

Giles reacts.

GILES
Allow me to answer that question
with a firing.

XANDER
(to Giles)
She's kidding. Ahn, we talked about
the employee to employer vocabulary
no-nos... That was number five.

ANYA
You never sell those things together!
It's bad news. Don't you know about
the Sobekites?

WILLOW
Ooh. I do. It was an ancient Egyptian
cult heavy into Dark Magic.

TARA
And the Khul's amulet... Wasn't that
a transmogrification conduit?

ANYA
Damn straight.

GILES
Be that as it may, I still don't see any
reason for concern. Sobekian
transmogrification spells have been
lost for thousands of years. And the
young woman I sold them to would
have to be someone of enormous pow--

He stops dead cold as the realization hits him and the others.

WILLOW
Young woman?

GILES
Oh, Dear God...

Well, not all the others:

XANDER
(a half-step behind)
What?

INT. HOSPITAL WAITING AREA - MEANWHILE (AFTERNOON)

Dr. Isaacs sits across from Buffy, who's clearly rattled, nearly lost in shock. The doctor's got a pen and clipboard.

DR. ISAACS
I know this is very difficult.
And, unfortunately, because of the
nature of your mother's illness,
things could progress very quickly.

BUFFY
Things? What things?

DR. ISAACS
Symptoms. There are a fair
variety that might present. Loss
of vision or appetite, lack of
muscle control, mood swings,
personality changes-

BUFFY
(cutting him off)
But what can we do?

DR. ISAACS
Not much until we determine if the
tumor's operable. Which we're
working on.

BUFFY
Well, I... is there something I
should be doing? Can I... help?

DR. ISAACS
Well, there's some literature you
might want to look at. If we
aren't able to go in surgically,
there are a number of new
treatments which are very
promising. Your mother's
prognosis is a lot better today
than it would have been only a
year ago. Even if the tumor's not
operable, she has a real chance.

BUFFY
What's "a real chance?"

Dr. Isaacs hesitates. Then-

DR. ISAACS
Nearly one in three patients with
this condition does just fine.

This hits Buffy hard. She knows what happens to the other two.

DR. ISAACS
Now. Let me ask - does your
mother's insurance company require
copies of MRI and pathology
reports?

BUFFY
(thrown)
I'm not... sure...

DR. ISAACS
Just let me know as soon as
possible. And I could use some
information regarding your mom's
lifestyle and home environment.
For instance, does she use a cell
phone?

Buffy's growing more and more overwhelmed. She's foundering.

BUFFY
I think. She uses one of those...
She had an ear thing, but...

DR. ISAACS
Okay... Is your house near any
power lines? Chemical plants?
Waste disposal facilities?

BUFFY
I don't think so... Maybe.

DR. ISAACS
Well, the more we know...

BUFFY
I'm sorry...

A hand touches Dr. Isaacs shoulder. He turns to look up as does Buffy.

It's BEN, wearing a coat over his scrubs, having just entered.

BEN
Excuse me, doc, but they told me
you're needed in ICU.

DR. ISAACS
I didn't get a page.

BEN
Why page when they can send me for
the personal touch?

DR. ISAACS
(to Buffy)
I'm sorry, Miss Summers--

Buffy isn't even sure what he's sorry about.

BUFFY
It's... It's okay.

The Doctor exits and Ben sits down next to Buffy.

BEN
Thought you looked like you needed
a break. Guy's great, but he
doesn't have that bone in his
head, tells him when to back off.

BUFFY
You-- They didn't send for him?

BEN
I'm sure someone did somewhere.
They always do. He really is a
good doctor. Your mom's in good
hands.

BUFFY
Thank you. Ben, right?

BEN
Right.

BUFFY
He was telling me there's nothing
I can do.

BEN
And I'm gonna say the same thing.
Give yourself a break. Listen,
your mom's gonna be unconscious
for at least another six, seven
hours...

Buffy looks at him.

BUFFY
A break?

BEN
I just mean, go out. Get some air.
Come back later this evening,
talk to the doc then if you want.

Buffy hesitates. Ben throws up his hands, good-naturedly.

BEN
My unsolicited advice of the day.

He waves and moves off. As he heads off, a NURSE stops him and consults with him over a chart.

RILEY (O.S.)
Buffy...

Buffy turns to see RILEY'S come over. She goes and puts her arms around him.

BUFFY
It's bad, Riley.

RILEY
I know.

BUFFY
I've got to do something.

RILEY
Do something?

BUFFY
Maybe there's some magic or
something -- a healing spell.

RILEY
Healing spell? Buffy... People
get sick. I don't think magic
can help--

Buffy looks at him sharply.

BUFFY
That attitude's not helping. I have to
try.

RILEY
Okay.

BUFFY
I need to talk to Giles. Can you
drop Dawn off at school for me?
Tell her I'll meet her at the
magic shop when she gets out.

RILEY
Whatever you need me to do.

Buffy kisses him and starts off.

RILEY
Buffy...

Buffy turns back.

RILEY
What do you want me to tell Dawn?
About your mom.

BUFFY
Tell her... Tell her they don't
know anything yet.

Riley nods and she turns and goes. Ben looks up from where he's been talking to the nurse. The nurse moves away and Ben heads down a hallway...

INT. HOSPITAL HALLWAY - CONTINUOUS (AFTERNOON)

BEN comes down the hall and arrives at a door. A sign on it reads: "Pharmaceuticals. Authorized Medical Personnel Only."

He discreetly checks the coast, pulls out an ID-card and slides it through the key-card-reader.

The ID-card has Dr. Isaac's photo and name on it.

INT. - PHARMACEUTICAL CLOSET - CONTINUOUS (AFTERNOON)

HIGH ANGLE as BEN shuts the door behind him and switches on the lights.

NEW ANGLE as he moves to one of many locked glass cabinets lining the closet. He unlocks it, scans the various bottles of medications, and finding what he's looking for, shoves two or three of them into his coat pocket.

EXT. PARK CAROUSEL - AFTERNOON

ON THE CAROUSEL going round as PIPE ORGAN MUSIC PLAYS.

PAN OVER to find RILEY and DAWN sitting on a bench. Dawn has a cup of vanilla resting next to her on the bench. She occasionally stirs it with the spoon in her hand, but doesn't eat.

After a moment, Riley glances over at her cup.

RILEY
You're melting.

DAWN
Guess I'm not hungry.

Beat.

RILEY
Maybe I'm not making this any
better.

Riley looks down... this was the worst idea ever. Dawn sees this, softens.

DAWN
No. This is better. I just -
I like ice cream soup.
(then)
I had my tenth birthday party here.

RILEY
Really.

DAWN
(nods)
We'd just moved to Sunnydale and
my mom rented the carousel for a
whole hour for just me and my
friends. Except I hadn't made any
friends yet, so it was just me and
Buffy and Mom riding this carousel
by ourselves. Over and over and
over again. For an entire hour.
Just so's my mom felt like we'd
gotten our money's worth.

Riley smiles. Dawn tries, but it's half-hearted. Then-

DAWN
She's never going to get better,
is she?

RILEY
Absolutely, she will. Summers
women are tough.

They share another look.

DAWN
I'm glad you're around.

RILEY
Well... Thanks.

DAWN
Buffy's glad about it too.

Riley's clearly touched. He needed to hear that. Then-

DAWN
She sure cries a lot less with you
then she did with Angel.

Riley takes note, feeling that's a good thing.

RILEY
Really. Angel... made her cry a
lot, huh?

DAWN
Oh, god, yeah. Everything with
him was all eeeee, you know?

RILEY
All...

DAWN
You know, all "my boyfriend's a
vampire" crazy crazy... Every day
was, like, the end of the world.
She doesn't get all worked up like
that over you.

Riley reacts. Dawn's oblivious. Beat.

RILEY
Uh-huh.

DAWN
I think you've really been good
for her.

INT. THE MAGIC BOX - LATER (AFTERNOON)

Buffy, her manner extremely intense, is sitting with Giles, Willow, Xander, Tara and Anya. She's told them about Joyce and they all look pretty blown away and worried.

BUFFY
(mid-sentence)
...so I figure there has to be
some kind of mystical cure, right?
A spell or - or a potion or
something. I mean, we have to
look.

WILLOW
We can look - I mean we will - but
I've never seen anything.

GILES
(gently)
The truth is, the mystical and the
medical aren't meant to mix,
Buffy. I'm sorry - but the human
brain is very delicate. Too much
can go wrong.

TARA
Yeah. I've heard stories about people
trying healing spells... If we did
something - it could make things a
lot worse, Buffy.

ANYA
And we've done just about enough
making things worse for one day,
haven't we?

BUFFY
Why? What do you mean?

XANDER
(quickly)
Nothing. Anya broke a... Bippidy
Boppity Boo. A thing. Don't
worry about it.

ANYA
I did not! I-

GILES
Anya. Buffy doesn't need to hear
about your clumsiness right now-

ANYA
My clumsiness? That is so-

Anya finally picks up on the drift. Don't worry Buffy. Oops.

ANYA
-like me. Slippery, slippery
butterfingers.

But Buffy's onto them. Big time.

BUFFY
What happened?

GILES
Nothing to concern you. Now-

BUFFY
(hard)
Giles.

GILES
That demon woman was here. The
one who attacked you.

WILLOW
(too quickly)
It's no biggy. Just got an
amulet and a blood stone.
(off Buffy's look)
Okay. Biggy.

BUFFY
Oh my God. Are you guys okay?
Did anyone get...

She looks around for signs of damage. Sees none.

GILES
No, thankfully, there wasn't any
violence to speak of.

BUFFY
Okay. That's... good. So how'd
she get away with the bad mojo
stuff?

Everyone gets a little quiet as Buffy eyes them expectantly. After a beat...

ANYA
Giles sold it to her.

Giles does a take to Buffy as Buffy looks to him.

GILES
(defensive)
Well, I didn't know it was her.
I mean, how could I?
(then)
If it's any consolation, I may
have overcharged her.

TARA
And - Anya figured out what the
Demon Lady is up to.

ANYA
A few thousand years ago there was
this cult. The Temple of Sobek.

BUFFY
Sobek...

ANYA
Reptile demon. Sobekites were
reptile worshippers.

XANDER
Just once I'd like to run into a
cult of bunny worshippers.

ANYA
(glaring at him)
Great. Thank you very much for
those nightmares.

XANDER
Sorry.

ANYA
Anyway, their high priest Khul had
great, mystic powers. He forged
an Amulet with transmogrifying
crystal.

WILLOW
Transmogrifying is changing a
living thing into a different kind
of thing.

ANYA
Khul and the Sobekites started to
transmogrify a race of reptile
creatures. Different "blood
stones" were created for different
species of reptiles.

GILES
We've managed to decipher the
markings on the blood stone I sol--
(then)
--she left with. "Cobra." She's
going to transmogrify a cobra.

BUFFY
So - she's making a monster. What
for? What does it do?

GILES
That's the part... We're working
on it.

Buffy's expression hardens. Then-

BUFFY
Okay. You keep working on it.
I'll go kill it.

Buffy heads with purpose to the exit.

GILES
Buffy-

BUFFY
I m going.

XANDER
Buff, this chick creamed you last
time.

BUFFY
I wasn't ready for her last time.
I am now.

WILLOW
But you-

BUFFY
(cuts her off/too
intense)
But what? I can't just sit here,
Willow. I have to do something.

And she's gone. The others share a worried look.

EXT. REPTILE HOUSE/ZOO - AFTERNOON

To establish.

INT. REPTILE HOUSE - AFTERNOON

SMASH! A woman's fist punches through a pane of glass and reaches into the reptile habitat, in which we hear the agitated occupants...

GLORY (O.S.)
"From the mud, from the rot,
arise, holy serpent, and be
bathed, cleansed in the shadow of
Sobek..."

Her hand comes out holding

A COBRA, angry, hissing. She holds it up in front of her face. Dreg, standing nearby, recoils.

GLORY (O.S.)
Sssssssss. Chill, worm. I'm
gonna make you a star.

She lowers the snake into a large CEREMONIAL URN placed in the center of the floor, at Glory's feet. In the urn with
the snake is the stone fragment (the "blood stone" she bought from Giles).

ANGLE ON GLORY as she rises. She holds the tattered piece of papyrus and produces Khul's Amulet (the green gem she bought from Giles) from her cleavage.

GLORY
Chant.

And immediately...

DREG
(in Ancient Arabic)
"The form is vessel, rendered
new... the will is given, in our
domain...

The crystal in the Amulet begins to GLOW BRIGHTLY. As Dreg continues in Arabic, Glory overlaps in English...

GLORY
"Sobek, grant the power, that it
may mold this wretched creature,
that it may be reborn, that it may
serve--"
(then)
Ugh. Dark Incantations. Always
overwritten. Why can't they just
cut to the--

WHAM! She's BODY-SLAMMED from behind and is propelled into a faux cave wall.

ANGLE ON BUFFY.

BUFFY
Fight?

She charges Glory and gets in two hard shots. Dreg flattens himself against a wall, keeping out of the way.

GLORY
(perfunctorily)
Ooh. Uh. No fair. Attacking -
Ouch - when I wasn't - Aah - even
looking. Oof! Help!

Buffy steps up her assault, throwing punches and kicks - going at Glory feverishly.

GLORY
(flatly)
Oh! Oh! Oh, Help m--
(dropping the act)
No, this is no good. I'm out of
the moment. You're not giving me
anything I can use.
(to Dreg)
Dreg!! I'm not hearing chanting!

Dreg, tremulously, begins to chant again.

DREG
(in ancient Arabic)
"The form is vessel, rendered new.
The base is stone, bathed in
blood. The gem is fire and
elements rarefied..."

He continues as Glory grabs Buffy's arm in a vice-like grip.

GLORY
(to Buffy)
Work with me here.

Glory grabs Buffy's arm and swings her like a rag doll into a wall. Dreg jumps out of the way, avoiding being caught between wall and Slayer. WHAM! The faux stone crumbles from the impact.

GLORY
There. That feels more real,
don't ya think?

Glory swings her back the other way. Buffy hits the opposite wall. Again, Dreg has to hurl himself out of the way.

GLORY
Even if I have to carry your
performance.

GLORY throws Buffy, who plummets backward, CRASHING through a pane of glass and into one of the display boxes.

GLORY
Scene.

ON BUFFY, struggling to pick herself up, realizes there are snakes all around her. She scrambles out of the case and falls to the ground. Although clearly hurt, she manages to get to her feet and charge Glory.

BUFFY
We're not done here, demon-bitch!

GLORY
Please...

Glory palms her in the chest and Buffy goes flying back, hitting a wall with a bone-crushing WHAM!

ANGLE ON GLORY - raising the Amulet over the urn again.

GLORY
Call me "Glory."

ON BUFFY as she sinks back to the ground -- weak, bloodied and beaten.

ON DREG, concluding the spell:

DREG
(in Ancient Arabic)
Come into being and arise!

The urn begins to shake...

GLORY
Arise!!

Then vibrate more violently...

GLORY
ARISE!! ARISE!!!

Then EXPLODE. The COBRA within bursts out, GROWING and MORPHING...

BUFFY, on the ground, watching...

BUFFY'S POV - LOW-ANGLE on the beast as ARMS with THREE-FINGERED CLAWS grow out of its torso. In the foreground of this shot, GLORY isn't really paying attention, as she seems to be concerned with checking her manicure. She heaves a sigh.

DREG
(reverently)
He is arisen.

GLORY
'Bout damn time.

Behind her, THE HUGE, NEWLY-FORMED SNAKE MONSTER rears up into frame...

BLACK OUT.

END OF ACT TWO

Act Three

INT. REPTILE HOUSE - CONTINUOUS (AFTERNOON)

As before, a winded and badly beaten BUFFY is on the ground, propped up on one hand, as the newly metamorphosed SNAKE MONSTER, looms over her -- stretching and flexing its new form and emitting a throaty HISS. Dreg is cowering against a wall.

GLORY (O.S.)
Spawn of Sobek...

The Snake Monster turns to face Glory.

She strokes its head.

ON BUFFY -- she struggles to her feet, and - as Glory talks to the Snake - backs away, limping toward an exit.

GLORY pays her no mind, focused completely on the Snake Monster.

GLORY
The power is yours to see what is
unseen. To find what is shrouded
in shadow. Already you know what
I seek. I have given you form.
Now find for me The Key.

The Snake HISSES.

GLORY
Yes. Let your vision guide you to
its hiding place. Then return to
me... and tell me where it lies.

She waits for a moment as the Snake just lolls up and down.

GLORY
Now would be good!!!

THE MONSTER rears up, then turns and zips out with lightning speed.

Glory looks after it and smiles -- undiluted, childish glee.

GLORY
Fun!

INT. THE MAGIC BOX - LATER (AFTERNOON)

Giles is at the counter, talking to a customer. In the BG we see Xander, still hard at research...

GILES
"Alister Crowley Sings?" No,
sadly, I don't carry it... But I
do have some lovely whale sounds-

He's distracted as Riley enters.

GILES
Excuse me a moment.

Giles moves to Riley. As does Xander.

RILEY
Where's Buffy?

GILES
She left a little while ago.

RILEY
What? Where?

XANDER
That creepy demon woman is
conjuring some kind of monster.

RILEY
And you let Buffy go after her?
Alone?

GILES
"Let" isn't really a factor when
Buffy sets her mind to
something - you know that.

Giles moves back to his waiting customer.

RILEY
(to Xander)
She'll get herself killed. It's crazy.

XANDER
Yeah, crazy. Going off alone,
half-cocked, instead of waiting
for much needed back up...
Charging in with a big ole' hand
grenade-
(stops/pointed)
Oh, wait.

RILEY
This is different.

Xander accepts this. Continues - not angry, just stating facts.

XANDER
Yeah, it is. Buffy needs something
she can fight, something she can
solve. I don't know what kind of
action you're looking for.
(beat)
Do you?

Riley takes this in. Can't answer.

XANDER
Hey, I'm not trying to get --

RILEY
It's cool.

XANDER
You okay?

RILEY
Just a little crazed.

XANDER
I hear you.

Riley starts to go.

RILEY
If she needs me...

He doesn't finish. Just goes. Riley's barely out the door when the PHONE RINGS and Giles answers it.

GILES
Magic Box. Your one-stop spot to
shop for all your--

BUFFY (V.O.)
(weakly)
Giles...

Xander reacts as Giles says:

GILES
Buffy? Are you all right?

INT. HOSPITAL HALLWAY - CONTINUOUS

Buffy is at the payphone in the bustling hallway. She grabs gauze and tape from a nearby supply cart and bandages her cut-up arms as she talks.

BUFFY
No. I'm really not. I... I couldn't stop
her. I couldn't even slow her down.

GILES (V.O.)
Where are you?

BUFFY
Sunnydale Memorial.

INT. THE MAGIC BOX - CONTINUOUS (AFTERNOON)

GILES
Are you badly hurt? I'm coming
right over--

BUFFY (V.O.)
No...

INT. HOSPITAL HALLWAY - CONTINUOUS (AFTERNOON)

BUFFY
I just want to warn you. The thing she
conjured is loose. Big snake thing.
Not Mayor big, but pretty lethal looking...

INT. THE MAGIC BOX - CONTINUOUS (AFTERNOON)

Giles is listening to Buffy.

GILES
All right. I'll tell the others.
We'll get weapons and fan out for--

BUFFY (V.O.)
Wait... wait a minute. What time is it?

Giles checks his watch.

INT. HOSPITAL HALLWAY - CONTINUOUS (AFTERNOON)

GILES (V.O.)
Half past four. Why?

BUFFY
School's out. Dawn should be on the
way over to you now. Giles--

INT. THE MAGIC BOX - CONTINUOUS (AFTERNOON)

GILES
Understood. We'll keep her safe
here, until you arrive.

BUFFY (V.O.)
Thanks.
(then)
And Giles...

GILES
Yes?

INT. HOSPITAL HALLWAY - CONTINUOUS (AFTERNOON)

Buffy having difficulty, trying to hold it together.

BUFFY
Dawn. She's kinda fragile right now.
About mom.

INT. THE MAGIC BOX - CONTINUOUS (AFTERNOON)

BUFFY (O.S.)
She... she doesn't know how bad it is.

GILES
We'll not say a word.

INT. HOSPITAL HALLWAY - CONTINUOUS (AFTERNOON)

BUFFY
Thanks. Mom's going to wake up
soon... So, you know - I have to
be here. When the doctor...

A pained beat. Then-

GILES (V.O.)
She's in good hands, Buffy. There's
really nothing else you can do.

Buffy nods and hangs up, then grabs her jacket draped over a chair and puts it on, hiding her injuries.

MOVE with her as she crosses the hall (limping slightly) and...

BEGIN SILENT MONTAGE --

INT. JOYCE'S HOSPITAL ROOM - AFTERNOON

START on DR. ISAACS, talking m.o.s. (if we could hear him, he'd be saying all the same things he said to Buffy earlier.) CAMERA ARCS to find Joyce in the bed, Buffy sitting in a chair pulled up close next to her, holding her hand tightly. An IV drip is taped to Joyce's forearm and a portion of the top of her head is bandaged. A faint trace of tears mark Joyce's face. CAMERA PUSHES in as the two of them listen intently.

SLOW DISSOLVE TO:

INT. WILLY'S BAR - LATE AFTERNOON

PUSH IN ON

Riley sitting at the bar. Drink in front of him. He downs it. As it's being refilled he looks to one tide. SANDY, the pretty vampette from "Family" is there, one empty bar stool between them. She looks at him, not exactly smiling, and not trying to scare him... just evaluating him. He looks back at her the same way. Eye contact. The camera ARCS around them... (or something)

INT. LOCAL MONASTERY - SANCTUARY - LATE AFTERNOON

ARC OVER a table of LIT CANDLES.

THE SNAKE MONSTER weaves among them. Its head swivels around, trying to pick up a scent.

Coming up empty, the Snake turns suddenly and quickly slithers away...

SLOW DISSOLVE TO:

INT. THE MAGIC BOX - EVENING

XANDER is at the book-laden table, sneaking a peek over at DAWN, seated nearby, trying, and failing to concentrate on her homework. Suddenly, peering over the lip of the table, between them... A SHRIVELED SHRUNKEN HEAD appears. It begins to dance. As it comes up above the table, we see it's being manipulated by Xander.

Not unappreciative, Dawn offers a weak smile, but Xander can see she's not really in the mood. ' He shrugs, mildly self-conscious, and puts the head away as

DAWN turns away and lays her head down on the table, resting it on folded arms.

CAMERA ARCS around to find her melancholic face...

SLOW DISSOLVE TO:

EXT. ALLEY - NIGHT

CAMERA ARCS into the alley, finding a couple there. It's Riley and Sandy. She looks up at him, brushes away a few stray strands of hair hanging into his EXPRESSIONLESS face.

He moves closer and embraces her. Sandy nuzzles him for a beat, then lifts her head up and we see she's gone VAMPFACE.

CLOSE ON RILEY, knowing what's to come, closes his eyes and

SANDY sinks her teeth into his neck.

RILEY flinches, ever so slightly, but makes no move to stop her.

CLOSE ON SANDY as she feeds on him for a few seconds. Then her head, suddenly, SNAPS up, she INHALES SHARPLY and looks at him, STUNNED.

He looks back at her, a measure of sorrow in his eyes, as she EXPLODES INTO DUST.

WIDEN to see Riley holding the STAKE with which he just impaled her. He stands frozen for a moment, almost as if in a waking dream state, then he reaches up to the wound on his neck and touches it.

CLOSER - He brings his hand up and rubs the blood between his fingers.

SLOW DISSOLVE TO:

EXT. PARK CAROUSEL - NIGHT

CLOSE on the slithering SNAKE MONSTER. As we follow its tortuous path and PULL BACK, the CAROUSEL is REVEALED behind it.

Now it's at the bench at which Riley and Dawn were seated earlier. Suddenly, its head turns around, seemingly looking
at us, and - in a flash - the snake TAKES OFF past CAMERA.

SLOW DISSOLVE TO:

EXT. THE MAGIC BOX - NIGHT

ON BUFFY, walking up to the door, her limp gone now. She passes an exiting customer and goes inside.

SONG AND SILENT MONTAGE ENDS.

INT. THE MAGIC BOX - CONTINUOUS (NIGHT)

TRAVEL WITH BUFFY as she crosses into the shop. Devoid of customers now. We can see the Scoobies at various stations in the store, though none notice her at first...

ANGLE ON DAWN, sitting in a chair, absentmindedly fiddling with the shrunken head, when she looks up and sees Buffy.

She silently gets up, runs to Buffy and puts her arms around her, surprising Buffy for a moment.

The others notice and slowly converge on the scene.

DAWN
Is she awake yet?

BUFFY
Yeah, she's waiting for us.

DAWN
Can we take her home now?

BUFFY
(beat)
We'll see.

She looks up at Giles and the others.

BUFFY
Any monster reptile sightings?

GILES
None.

WILLOW
Tara and I did a mini-patrol earlier,
but the big snakie was nowhere in--

SMASH! THE SNAKE MONSTER comes through the front window.

BUFFY turns to face off with it as everyone else scatters. Instead of taking her on, the creature KNOCKS HER away into some shelves, and moves further into the shop.

It looks around for a moment, then suddenly moves in on

DAWN, terrified, pressed up against the counter. She SCREAMS.

XANDER
Dawn!

He moves to help her, when the Snake's head turns to him and HISSES. Xander freezes.

As BUFFY gets to her feet, she suddenly realizes what the Snake's after...

The monster swings around back to Dawn, puts its nose up to her. Suddenly, it rears back and, arms flailing, its mouth OPENS WIDE to emit an ear-splitting SHRIEK.

Everyone's forced to cover their ears. Even Dawn, who continues to SCREAM.

The shriek gets LOUDER and HIGHER as the Snake's JAW opens WIDER and WIDER, elongating into a grotesque open maw.

The Snake Monster continues to SHRIEK at a cowering, petrified Dawn as the others stand back and watch, frozen.

Buffy gets to her feet and is about to charge the creature when it suddenly stops screeching, WHIPS around -- its tail doing further damage to the shop -- and, in a flash, darts out through the shattered front window.

WILLOW
Why was the big snake afraid of Dawn?

BUFFY (O.S.)
Giles!

Giles looks over at Buffy.

BUFFY (O.S.)
It knows.

As Giles registers that...

BLACK OUT.

END OF ACT THREE
Act Four

EXT. THE MAGIC BOX/STREET - CONTINUOUS (NIGHT)

Buffy leaps out through the display window and sprints down the street.

GILES emerges from the front door. He watches her for a millisecond then runs off IN THE OPPOSITE DIRECTION.

EXT. BACK ALLEY - NIGHT

CLOSE ON SNAKE MONSTER, moving quickly.

ON BUFFY, racing after it, when Giles' car (top down) pulls up beside her. Giles throws the passenger door open and Buffy gets in.

We watch as the car peels off and away from us, down the alleyway where we catch a glimpse of the Snake's undulating TAIL as it disappears behind a building at the corner.

EXT. ANOTHER BACK ALLEY STREET - CONTINUOUS (NIGHT)

TRAVELLING with THE SNAKE MONSTER in the F.G., we see Giles' car come careening around the bend, in pursuit. The Monster catches sight of something to its left.

CLOSE ON the SNAKE'S TAIL as it SWIPES a couple of dumpsters, sending them both tumbling into the middle of the street.

INT. GILES' CAR - CONTINUOUS (NIGHT)

BUFFY
Watch the--

Giles turns the wheel...

The car swerves around the fallen dumpsters, barely missing them, and CRASHES through a pile of cardboard boxes.

BUFFY
I've got to stop this monster before it
gets back to Glory...

GILES.
Glory?

BUFFY
That's what she called herself. Giles, she's
going to know Dawn's the Key if we don't-

GILES
We will.

They continue on.

INT. GLORY'S BEDROOM - MEANWHILE (NIGHT)

ON DREG, as he's pelted with a rain of shoeboxes.

DREG
Please... Mistress, Perturbed Yet
Ultimately Merciful one...

ON GLORY, swiping the remaining boxes off her bed at her cowering acolyte.

GLORY
What is taking so LONG, Dreg? You
told me snakey-wakey would find my
Key! Why isn't he here with a
beautiful message for me?

DREG
I grovel like a bug, most Silky
and Effervescent Glorifi--

GLORY shoots him a glare.

DREG
(blanches, corrects
himself)
Glory! Glory, Your Most Fresh-And-
Cleanness. It's only a matter of
time--

GLORY
Ugh, everything always takes time!
What about my time?
Does anyone appreciate I'm on a
schedule here?! Tick tock, Dreg!
Tick freakin' tock!

EXT. PARKSIDE STREET - NIGHT

The Monster comes around the corner followed by the car.

As the car's almost upon it, the creature suddenly veers off, SMASHING through a fence into a PARK.

Giles' car shoots past the spot and slams his foot on the brake. Before it comes to a stop...

BUFFY is already out of her seat, running across the rear of the car and leaping to the pavement, THE CAR STILL MOVING.

Buffy follows the Monster into the park.

EXT. PARK - NIGHT

CLOSE ON THE SNAKE MONSTER - racing through the mostly grassy area, weaving among trees.

CLOSE ON BUFFY - running hard, picking up speed.

CLOSE ON a sign dangling from a chain hanging between two metal posts. We just get the chance to read: "Bike Path" before the Snake bursts through, snapping the chain and continuing on.

BUFFY gets to the site and scoops up the broken chain, without losing stride.

THE SNAKE streaks down the path, passing a large rock outcropping.

BUFFY, coming up quickly behind it, splits off toward the rocks, runs up them and vaults herself into the air and onto the Snake Monster's back, whipping the chain around the snake below its mouth.

The monster rears up, SQUEALING as it tries to buck Buffy off. She hangs on as she pulls the chain taut around the monster's "throat."

BUFFY rides the creature as it flails and twists; fangs bared, ready to strike at her when it gets the chance.

BUFFY, summoning all her strength, yanks the chain harder. The snake begins to weaken. It's choking. The squeals now RASPY CROAKS as it tries to draw breaths.

THE SNAKE's thrashing has slowed, and it begins to sink to the ground, losing consciousness. Then, with a sudden burst of energy, the creature rears up, shaking Buffy off its back.

BUFFY hits the ground hard, then deftly rolls into a standing position. She rushes the weakened Monster and tackles it to the ground. The Snake HISSES as it threatens her with its fangs, but she pays it no mind. Her fist smashes into its head, instantly shattering its jaw. Then she hits it again and again -- each time punctuated by an angry, anguished CROAK from the dying creature.

ON BUFFY -- angry and anguished herself -- continues to turn the now dead reptile into a cold-bloody pulp. When she pulls her hand back to deliver another deadly blow - we see that it's covered in gooey REPTILE BLOOD.

FROM A BIRD'S EYE VIEW of the scene, CRANE UP and UP and PAN OVER, past trees...

...the pan continues to a nouveau riche mansion and then to a WINDOW.

PUSH IN to see a figure standing at it, holding the drape open.

GLORY, looking out, but seeing nothing. She hesitates for a moment, then heaves an indignant, pouty sigh, and moves back into the room, allowing the drape to fall closed.

INT. JOYCE'S HOSPITAL ROOM - LATER (NIGHT)

Buffy stands by Joyce's bed.

BUFFY
Do you want me to stay?

JOYCE
No - it's fine. I think I should talk to
Dawn alone.

BUFFY
Okay.

JOYCE
Do I have bed hair? I don't look like scary
mom - do I?

Buffy smooths her mom's hair a bit. Stands back.

BUFFY
You look beautiful.

JOYCE
Okay...
(then)
Let's do this. But stay close.

BUFFY
Will do.

Buffy goes to the door. Opens it. Dawn is there. She and Buffy exchange glances - then Dawn heads into the room as Buffy leaves.

INT. HOSPITAL HALLWAY - CONTINUOUS (NIGHT)

Buffy closes the door behind her. As she starts to move away she senses something and looks up to see...

RILEY, now wearing a turtleneck shirt, coming down the hall toward her. BUFFY, her face a mask of dazed misery, moves to him. Riley registers her expression and understands.

RILEY
You okay? You look pretty beat up.

BUFFY
Minimal damage of the fighting
kind. It's all... the other kind.

A moment as her composure fails her - revealing her true fear and vulnerability. She's fighting tears. Riley sees it - reaches for her, able to be strong for her at last.

RILEY
Come here.

She lets him pull her into his arms. She looks as though she's finally going to let down. Grateful for his touch.

RILEY
It's okay... You need to let it out. I'm
right here.

But Buffy pauses. Wanting to let go - but not daring.

BUFFY
I can't. Not now. They need me, you know?

She steps back, gently pushing him away.

BUFFY
If I start now, I won't be able to stop.

They stand apart for a moment. Riley wanting to comfort. Wanting her to let him in. Then-

JOYCE (O.S.)
(calling)
Buffy...

Buffy looks at Riley. He nods his understanding. She takes his hand, squeezes it, then moves toward the door.

REVERSE ANGLE as she takes a breath and enters, never looking back.

Riley watches as the door closes behind her and he's left, standing there in the hallway, alone.

BLACK OUT.

END OF SHOW