Listening to Fear

(October 20, 2000)

Written by: Rebecca Rand Kirshner

INT. JOYCE'S HOSPITAL ROOM - NIGHT (NIGHT 1)

Bright with fluorescent light. A tired-looking Joyce is propped up in her hospital bed wearing pajamas. Buffy and Dawn cuddle up on either side of her, wearing their street clothes. All three pick at a tray of hospital food. They're trying to make the best of a scary situation.

Dawn and Buffy both pick up small cubes of Jell-O with their fingers, pop them in their mouth.

Joyce smiles, enjoying her daughters. DR. AARON KRIEGEL enters, 50ish, doctor-looking.

He smiles at them, and exits. Joyce's face slowly drops.

Buffy looks around, spots the bed-controls.

EXT. GRAVEYARD - NIGHT

Willow, Xander, Giles are in the middle of an intense fight with TWO WOMEN VAMPIRES. The Scoobies are working hard, decidedly overmatched, and growing tired.

Willow moves to stake one of them, but before she can deliver the fatal blow, the second vamp grabs her by the waist and flings her to the ground. Giles and Xander each take on a vampire, dodging the blows dealt as best they can.

Willow scrambles up from the ground and DUSTS Giles' vamp from behind. An exhausted Giles rests with hands on knees for just a second, nodding at Willow by way of thanks.

Then, together, they go to help Xander. And just in time too, because Xander has been cornered up against a tomb.

Giles raises his stake, charges at the vamp. The vamp DUCKS OUT OF THE WAY. Giles almost stakes Xander.

Willow has lunged after the vamp, and POOF... she stakes her second one of the night. It DUSTS.

Giles and Xander take Willow by the arms. They start walking out of the graveyard together.

She stumbles and the others hold her up.

INT. ABANDONED TENEMENT - NIGHT

A large and filthy room. Graffiti covers the walls.

In the foreground Riley sits, sprawled on a stained bare mattress, a STRUNG OUT-LOOKING VAMPIRE CHICK wearing ratty pants and a bra has her fangs imbedded in his arm. A few dollar bills are strewn on a table. She drinks from him.

CLOSE ON RILEY as she feeds.

BLACK OUT.

INT. JOYCE'S HOSPITAL ROOM - DAY (DAY 2)

Joyce sits up in bed, a book on her lap. Willow enters and crosses to Buffy and Dawn who sit at a small table near the window.

Willow plops a large tote bag on the table. She's high energy, eager to bring cheer to the others.

Dawn pokes into the bag.

As she pulls out several disconnected pieces-of plastic and tubing:

Joyce puts the beer hat next to her on the bed and smiles.

Joyce puts her hand to her head and winces.

Buffy and Dawn grow silent, thinking.

As she extends a book to Dawn. The cover reads "SPELLS: AN INTRODUCTION". Dawn's face lights up:

She immediately begins reading.

She pulls a textbook out of her tote bag for Buffy.

Willow smiles apologetically and hands something else to Buffy.

Buffy accepts the yo-yo and the textbook.

Buffy, Willow, and Dawn all look at Joyce: what did she just say?

Joyce looks at her innocently, apparently not aware of what she just said.

The girls are a bit wigged. Joyce smiles at them and nestles into her pillow, closing her eyes. Dawn and Willow look to Buffy: 'What the hell?'

Joyce nods into her pillow and the girls exit, flipping off the light.

INT. HOSPITAL CORRIDOR - CONTINUOUS - DAY

Buffy, Dawn and Willow walk down the hallway.

They pass a FAMILY walking in the opposite direction: A middle-aged MENTAL PATIENT; his concerned-looking WIFE; and their TWO YOUNG DAUGHTERS. The Patient is swerving a bit as he walks; he nearly crashes into Buffy.

As they cross paths, we shift directions and pick up on the family.

Getting a better look at the patient, we recognize him as the older NIGHTWATCHMAN whose brain was sucked by Glory in episode 5.

He swivels his head, trying to get a better look at the girls. Then he stops and suddenly charges after the girls, waving his pointed finger at them.

Buffy, Willow, and Dawn turn around. The Nightwatchman confronts them, pointing his finger in Dawn's face.

Buffy puts an arm around Dawn, shielding her a little bit as she tries to steer her away from the man.

The Nightwatchman whimpers. His wife catches up with them. She puts her hand on her husband's shoulder steers him away.

The Nightwatchman's wife hustles him off, their two worried daughters trailing behind.

Buffy and Willow move Dawn farther away.

Behind them, the intern Ben approaches.

Dawn looks upset.

Ben shakes his head, watching the Nightwatchman disappear down the hallway. Off his expression:

CUT TO:

EXT. ROOFTOP OF DORM - NIGHT

It's a clear night and the sky is lit with stars. Willow and Tara lie on a plaid wool-blanket staring up at the night sky. Willow seems a little sad.

Willow gives a little half-shrug.

Tara presses her head close to Willow's so that they share the same line of sight, tracing the outline of the three stars with her pointed finger.

A HOT RED STREAK SLASHES ACROSS THE SKY. A meteor of some kind passing awfully close to Willow and Tara.

SFX: The sound of an EXPLOSION as the meteor lands nearby.

Willow and Tara scramble to their feet. Off their looks of awe we:

CUT TO:

INT. INSIDE METEOR - NIGHT

CREATURE'S POV: It's pitch black in here. The SOUND OF SHARP TEETH CHIPPING away at a hard material echoes through the meteor. And then a piece of the shell begins to give way, CRACKING open and creating a hole leading outside.

We crawl out of the meteor, low to the ground, skittering out into the moonlit clearing. SMOKE from the meteor rises up around us.

EXT. CLEARING IN THE WOODS - NIGHT

A craggy meteor has grounded itself in the clearing. Its density and velocity driving it several feet into the earth. Smoke hisses out. We see the Creature creeping away from the meteor. Moving slowly at first, like a fawn trying to find its balance.

The Creature is spidery and agile. It quickly scrambles across the field and up a small tree.

CREATURE'S POV: A human figure is walking across the field. As it gets closer we see that it is the recently released Nightwatchman. He looks angry and he's half-talking, half-singing to himself.

NEW ANGLE: The Nightwatchman approaches, walking closer until he passes directly under the tree where the Creature is hiding. SUDDENLY, THE CREATURE DROPS from the tree and lands on the Nightwatchman's face. And we:

BLACK OUT.

EXT./INT. HOSPITAL ENTRANCE - NIGHT

We look out through a set of automatic sliding glass doors. Out on the curb we see a DOCTOR IN SCRUBS smoking a cigarette. An ORDERLY pushes a WHEELCHAIR-BOUND PATIENT through the doors which open automatically as they approach.

After they pass though, before the door can close again, something skitters through... ON THE CEILING. The random passing patients and medical personnel don't see it as it continues to make its way along the ceiling, down the hall.

INT. JOYCE'S HOSPITAL ROOM - NIGHT

CLOSE ON: A call button with an icon of a nurse. It's being pressed repeatedly.

ANGLE ON: Joyce in her hospital bed, looking agitated -she's the one hitting the button. Buffy sits by her side. Dawn sits in the nearby chair, holding a book, looking at her mother nervously.

Buffy gently pulls Joyce's hand away from the call button.

The door opens and Dr. Kriegel enters.

Joyce is tired and frustrated. She fusses at her hospital bracelet, halfheartedly trying to rip it off.

Dawn nods, and exits gratefully.

Dr. Kriegel pauses, considering her request.

Joyce relaxes, realizing she's going to get to go home.

Joyce is already tugging at her covers, ready to get up right now.

INT. HOSPITAL CORRIDOR - NIGHT

Momentarily forgotten, Dawn plunks herself down right on the floor outside her mom's door. She sips from her soda and pages through her book, trying not to get upset. Feet pass her but no one pays her any mind, she's just another scared face all alone in a busy hospital.

Then, over Dawn's head, THE CREATURE CREEPS BY. She remains oblivious as it passes, continuing down the hall.

EXT. CLEARING IN THE WOODS - NIGHT

Willow and Tara are leading Riley, Giles, Xander, and Anya out of the woods into the clearing. Riley and Xander walk side-by-side.

Riley spots something.

There, at the edge of the clearing is the meteorite. The ground around it is charred and its impact has left it half buried. They stare at it in awe.

Riley has moved in for a closer look. Xander follows.

Xander backs away.

Willow leans over his shoulder.

The others nod, ad lib agreement.

As all but Riley spread out... looking...

CLOSE ON WILLOW, looking down at something. The others gather around her.

ANOTHER ANGLE reveals a dead body. The corpse of the nightwatchman. Riley kneels beside the body, puts his fingers to its throat.

Angling around to look for marks, Willow gets a good look at his face and gets a shock:

Riley has taken out a pen. He is prodding it into the corpse's mouth.

Riley pulls the pen out. Thick ropes of VISCOUS CLEAR GOOP hang off it as thick as molasses with a decidedly worse smell. The others recoil.

They look around them into the deep, dark woods for a beat...

General relief and ad-libbed agreement.

Riley watches the Scoobies as they tramp noisily into the woods. From a distance we hear:

Riley waits until they're out of sight and then unclips his cell phone from his belt. He punches in a number and then puts it to his ear.

INT. MENTAL WARD - NIGHT

FIVE MENTAL PATIENTS lie in single beds lined along either side of a mid-sized room. A nurse, NURSE LAMPKIN, finishes tucking them in.

Most of the patients are asleep, but the SKINNY PATIENT starts whimpering slightly.

Nurse Lampkin adjusts his blanket, pulling it closer to his face. We see now why he couldn't do it himself: the patients are restrained with canvas straps that connect to the bed frames.

Nurse Lampkin goes to the door and TURNS OFF THE LIGHTS. She's about to shut the door when:

She closes the door, leaving the mental patients alone. The whimpering increases as another patient joins in. A few of the patients start to mutter to themselves in their sleep.

Moonlight illuminates the patients' faces, wide-eyed and vulnerable, strapped to their beds.

SUDDENLY, THE CREATURE EMERGES from the air duct and skitters across the wall behind the patients.

In a flash, IT POUNCES on the face of one of the patients, pinning him. We think it's the Skinny Patient until

ANOTHER ANGLE

Reveals that the Skinny Patient is watching this from the next bed over, his eyes wide with horror.

The victim patient opens his mouth in horror and the Creature begins to vomit right onto his face: thick, clear, bile. We can see the patient's distorted face through the goo.. The patient gags; he thrashes futilely as he struggles for oxygen; he pulls at his restraints, bucking the bed, but they do not give.

The Skinny Patient watches from the adjacent bed, too terrified-and crazy to call for help. The Creature begins to creep towards him. He knows he is next. He closes his eyes.

INT. MENTAL WARD NURSES ROOM - SAME TIME - NIGHT

A small, neat office space. Wildflowers in a vase on the desk. A calendar featuring funny-paper icon "Cathy" hangs on the wall. Nurse Lampkin sips from a cup of tea as she completes some paperwork. There's a BANGING from the ward next door. A normal part of the work-night. She ignores it and continues her paperwork.

INT. HOSPITAL CORRIDOR - NIGHT

Dr. Kriegel stands at the Nurses' Station. He's filling out some forms attached to a clipboard and holding three bottles of prescription medicines. Joyce, wearing her street clothes, stands with Buffy and Dawn.

He hands Buffy the prescription bottles.

Buffy is looking at the bottles, trying to remember which was which.

In the BG, THE CREATURE SKITTERS OUT FROM THE MENTAL WARD, darting along the floor and then up onto the wall.

Buffy blinks, wounded despite recognizing this as a flash of dementia.

RACKING FOCUS to the Creature, we see it stop moving, pivot its head towards Joyce, suddenly interested in her.

He turns to Joyce, focuses on her...

Her eyes focus on him as she comes back to herself. He smiles at her reassuringly.

Joyce, Buffy and Dawn head for the door.

CREATURE'S POV: As it continues to stare at Joyce, fixated, as she EXITS with her daughters. It watches until they are through the door and on their way ...

INT. BUFFY'S FOYER - NIGHT

Joyce enters their home, supported by Buffy and Dawn. Buffy closes and locks the front door from the inside. Joyce rests with her arm around Dawn's shoulder as Buffy turns on the foyer light.

Joyce blinks and shields her eyes with her hand. Crouching away from the light.

Buffy turns off the foyer light, but other lights shine from the living and dining rooms.

Joyce starts to calm down.

Dawn starts turning out lights as Buffy leads Joyce up the stairs.

EXT. BUFFY'S HOUSE - NIGHT

We hold on the Summers' house as the interior lights go out one by one, downstairs and upstairs, until it is entirely dark. All alone, so mournful, so vulnerable.

BLACK OUT.

EXT. CLEARING IN THE WOODS - NIGHT

The moonlit and star-speckled night sky.

The SOUND of a helicopter's blades slicing through the air.

And then the moonlight reveals a BLACK STEALTH CHOPPER. As it hovers closer to the ground, BRIGHT FLOODLIGHTS attached to the fuselage are turned on, illuminating

RILEY, standing in the spotlit clearing, bracing himself against the bright light, the stirred up wind, and the noise.

As the chopper settles, its blades still whirring, THREE MEN dressed in black field uniforms leap out onto the ground -we recognize the youngest-among them as GRAHAM. Armed with flashlights, they cross to Riley.

MAJOR ELLIS, the oldest and most impressive looking of the lot, emerges and gives a "thumbs up" signal to the pilot. As the helicopter lifts off again, Ellis approaches Riley.

Ellis nods and extends his hand. Riley shakes it.

Riley starts to lead them to the scene. Graham sidles up next to him.

Riley shoots him a side-ways glare. Graham sobers.

As they come to the nightwatchman's body, Ellis kneels by it and reaches toward the guard's mouth.

Riley produces a corked vial containing some of the strange jelly-like substance and tosses it to Ellis, who shines his light on it, studying it. Graham moves off to scope the area.

He crosses off, Ellis follows.

ON METEOR - Graham and the other Black Ops are examining it as Riley and Ellis arrive.

INT. BUFFY'S LIVING ROOM - NIGHT

CREATURE'S POV: Looking from the upper corner of the foyer, through the doorway into the living room. IT CREEPS CLOSER, affording us a full view into the living room.

The room is dark, save for the soft blue light emanating from the TV. It illuminates the faces of Buffy and Dawn who sit on the couch, stony-faced, their untouched homework beside them. A sitcom is on, and the RAUCOUS LAUGH-TRACK BLARES.

As the Creature skitters across the ceiling, we pass over the girls' heads. We watch them for a moment and then continue across the ceiling until we can see back out into the foyer.

The Creature turns and freezes as we see a figure appear on the staircase. It's Joyce, wearing a nightgown and a strange, bewildered expression. She wanders down the stairs, trailing her hand along the banister, unearthly as a wraith, then moves off toward the kitchen. END CREATURE'S POV.

ANGLE ON BUFFY AND DAWN, as they continue to sit, staring at the TV. When suddenly ...

BANG! The girls jump, their nerves frayed.

BANG! Buffy gets up and runs to the kitchen. Dawn at her heels.

INT. BUFFY'S KITCHEN - CONTINUOUS - NIGHT

Light streams from the opened refrigerator, illuminating Joyce as she peers into it.

The kitchen is a mess. Days-old dirty dishes clutter the sink; orange juice is spilt on the counter; an empty frying pan smokes on the stove.

BUFFY appears in the doorway. Dawn behind her.

Joyce spins around to face the girls, her face a mask of cold disdain.

Buffy blinks, absorbing that, but recovers and approaches her slowly, and touches her arm.

Joyce looks at her, then at the mess around her. She suddenly softens, appearing as bewildered as the girls.

Dawn goes to the stove and turns off the burner, moving the smoking pan to a cold burner.

Joyce nods. Buffy takes Joyce's arm and leads her out. Dawn following. They pass the basement door which we see is now slightly ajar. The basement light is on and it casts A STRANGE SHADOW THAT STRETCHES ACROSS THE CEILING. Is the Creature in the basement?

INT. JOYCE'S BEDROOM - NIGHT

The room is dark. Joyce is on the bed as Buffy hands her a glass of water, then twists open a prescription bottle of sedatives. She pours out two pills and hands them to Joyce.

Joyce swallows the pills with the water. She lies back and slips her legs under the covers. Together, Dawn and Buffy help tuck their mother into her bed like she's a sleepy little girl.

Dawn sits on the edge of the bed, stroking her mother's hair. Joyce turns to look t her, then, out of the blue:

Dawn draws back as if stung by a bee.

Dawn's been pushed too far; too many people have said too many weird things to her, she's tired and scared. She runs away into her bedroom. A suddenly coherent Joyce calls after her.

Buffy exits into Dawn's room and closes the door behind her.

INT. DAWN'S BEDROOM - NIGHT

Dawn is sitting on the bed, hugging her pillow, when Buffy enters. The pink lamp on the side table is on. Dawn is severely freaked, on the verge of tears. Buffy sits down next to her.

Buffy takes this in as Dawn continues...

Dawn eyes her a moment, skeptically, then, resigned...

Buffy hugs her, holding her tight.

INT. U.C. SUNNYDALE LIBRARY - NIGHT

ON WILLOW at a computer terminal, typing away, concentrating. WIDEN TO see the Giles sitting behind her at long table, looking through astronomy books. A few scattered STUDENTS move among the shelves and tables behind them. A large solarsystem-mobile hangs from the ceiling. Xander is on his feet, looking at the mobile.

Xander joins Giles at the table, picks up a slim book, pages through it.

Xander holds his book up so we can see it's a slim "junior library" kind of book called "Meteors and You!" Giles sighs.

Tara and Anya approach the table.

They turn and move to where Willow is at the computer.

He picks up "Meteors and You!", pages frantically

Willow is typing frantically on the computer.

INT. MENTAL WARD - NIGHT

CLOSE ON RILEY, as he is on his cell.

INT. U.C. SUNNYDALE LIBRARY - MEANWHILE - NIGHT

INT. MENTAL WARD - MEANWHILE - NIGHT

CUT WIDE to reveal Riley and the Black Ops have secured the mental ward. All five of the mental patients are now dead, still secured to their beds, with the familiar clear ooze dribbling out of their mouths.

Under the watchful eye of Ellis, Graham and the others are examining an open air duct, its grate having been torn away.

INT. U.C. SUNNYDALE LIBRARY - MEANWHILE -.NIGHT

INT. MENTAL WARD - MEANWHILE - NIGHT

Riley glances over at Ellis, who signals for him to hang up and join them.

INT. U.C. SUNNYDALE LIBRARY - MEANWHILE - NIGHT

INT. JOYCE'S BEDROOM - NIGHT

Joyce lies twisted in her sheets, her forehead damp with sweat. She twists and turns, moaning and muttering to herself. Her eyes are fixed on the ceiling.

As Joyce continues babbling, louder and louder, we cut to:

INT. DAWN'S BEDROOM - NIGHT

Where Dawn lies in bed, trying to read by the light of her pink bedside lamp. Through the door she can hear her mother babbling and it scares her. She puts her pillow over her head, clutching it to her ears, blocking out the sound of her mother's rambling.

INT. BUFFY'S KITCHEN - NIGHT

Buffy is cleaning up the messy kitchen. The radio is tuned to some random Spanish music station. At the sink, Buffy scrubs at the burnt pan.

Suddenly, it's all too much for Buffy. She lowers her head and begins to cry. She turns up the radio so no one will hear her. There, in the privacy of the kitchen, she lets go, all her fears and all the pressure releasing in her tears. The enthusiastic salsa music continues to play.

INT. JOYCE'S BEDROOM - NIGHT

Joyce is starting to panic. The sheets are now snarled around her. Her babbling is much louder.

Joyce's eyes are wide with panic, still fixed on the ceiling directly above her. Joyce continues MOANING and MUTTERING as we see:

JOYCE'S POV: There, directly above her head, is the Queller. It draws its lethal mucus through its teeth. Leers at her with its big, murky eyes.

BLACK OUT

INT. HOSPITAL CORRIDOR - NIGHT

Riley and the Black Ops charge down the hallway, following the Creature's invisible radiation trail along the ceiling and walls using the CLICKING GEIGER COUNTER. The radiation trail leads them to the Hospital Entrance.

EXT. HOSPITAL ENTRANCE - NIGHT

Graham steps outside and uses the Geiger counter. He calls back to the others.

But Riley cuts him off, a dead certainty in his eyes.

Riley takes the lead again, heading out.

The men follow him.

INT. JOYCE'S BEDROOM - NIGHT

The Creature lands on Joyce, the ooze dripping from its mouth like drool. Joyce is now hyperventilating, tears spilling from the corners of her eyes. She SCREAMS as loud as she can, and SCREAMS again.

INT. DAWN'S BEDROOM - NIGHT

Dawn listens to her mother screaming, unsure what to do. Deciding, she leaps out of bed and throws open the door that connects her bedroom to her mother's.

Just in time to see the Creature begin to vomit the clear goop all over her face --

Dawn only hesitates a second before taking action: she grabs the COAT-RACK by her door and hefts it like a bayonet, charging at the Creature.

INT. JOYCE'S BEDROOM - CONTINUOUS - NIGHT

Dawn jabs the coat-rack at the Creature, hitting it squarely and knocking it off the bed. It falls back onto the floor, out of sight.

Dawn looks to her mother, who's desperately trying to pull the sticky bile off her face so she can breathe.

The Creature suddenly JUMPS back onto the bed, scampering across Joyce's legs, and SPRINGS at Dawn.

Dawn runs back into her room.

INT. DAWN'S BEDROOM - CONTINUING - NIGHT

Dawn races through her room and out into the hall.

INT. UPSTAIRS HALLWAY - CONTINUOUS - NIGHT

Where she's about to bolt for the stairs when THE CREATURE bounds from Joyce's bedroom and blocks her path. Dawn's only recourse is to head for the bathroom. Which she does.

INT. BATHROOM - CONTINUOUS - NIGHT

Dawn tries to shut the door but the Creature has gotten a claw in. Dawn struggles to close it, throwing all her weight against the door. But the Creature doesn't relent. Dawn tries to call for help:

But she's out of breath and her plea is barely audible. She pushes on the door, trying to keep the Creature at bay.

INT. BUFFY'S KITCHEN - SAME TIME - NIGHT

Buffy has cried herself out. She turns the water to cold and splashes it on her face. Breathing deeply to calm herself. Then she turns the faucet off. She begins to scrub the dishes with a new vigor, as if focusing on cleaning will keep her mind from thinking about anything else.

INT. BATHROOM - NIGHT

Dawn races through the bathroom into Joyce's bedroom.

INT. JOYCE'S BEDROOM - CONTINUOUS - NIGHT

Dawn comes through the bathroom door, SLAMMING it shut. She pushes up the nearby exer-cycle, barricading the door. She runs around her mother's bed and SLAMS the door to her bedroom. She YELLS through the door to the hallway:

And SLAMS that door too.

INT. BUFFY'S KITCHEN/STAIRS - SAME TIME - NIGHT

This Buffy hears. Immediately, she runs out of the kitchen and charges up the stairs.

Buffy goes to the door of Joyce's bedroom, opens it.

Suddenly, WHOMP! The Creature drops on Buffy from above, knocking her to her back.

BUFFY WRESTLES WITH IT. They get to the edge of the staircase and then begin to tumble down, still fighting, entwined in each other's arms.

Buffy and the Creature come tumbling down. They land hard and Buffy loses her grip on the Creature. It scrambles away, quick as lightning. Buffy gets to her feet and pauses, listening hard.

INT. JOYCE'S BEDROOM - SAME TIME - NIGHT

Joyce and Dawn hold each other tight, terrified. Dawn grips an African sculpture - ready to use it as a weapon if
necessary. Joyce, lucid for the moment, tries her best to comfort her.

INT. BUFFY'S DINING ROOM - NIGHT

Buffy enters, silent and coiled. Her eyes scan the room, darting from shadow to shadow: where is the Creature?

INT. BUFFY'S KITCHEN - CONTINUOUS - NIGHT

Buffy enters the darkened kitchen. Her eyes continue to scan, flicking from corner to corner. Smoothly, she pulls a CARVING KNIFE from a knife block and cocks her arm back, ready.

She walks towards the stove, her eyes missing nothing.

SUDDENLY, SOMETHING SPRINGS OUT from the basement behind her!

Buffy whirls, knife ready... only to find Spike, who holds something in one of his hands. Buffy glares at him.

Spike - caught - tries to play it cool.

But Buffy's not listening. She notices what Spike is slipping into his jacket - photos of some kind. They almost look like photos of her.

But she doesn't get to finish before - WHOMP! - the Creature drops on Spike from above, knocking him to the ground.

Spike lets out a SCREAM! He wriggles under the Creature, KICKING at it with his arms and legs.

Buffy readies her knife, waiting for a clear shot at the Creature. But before she gets her chance, one of Spike's thrashing legs KICKS THE KNIFE OUT OF HER HAND. It goes skittering across the kitchen floor.

Without a weapon, Buffy has no choice but to tackle the Creature. She and the Creature tumble out of the kitchen and into the dining room.

Meanwhile, Spike goes after the knife, he grabs it and follows Buffy into the:

INT. BUFFY'S DINING ROOM - CONTINUOUS- NIGHT

Where Buffy and the Creature FIGHT, crashing into the dining room furniture - making much mayhem.

Spike tosses Buffy the carving knife. She catches it deftly, just as the Creature POUNCES ON HER. Buffy lies on her back with the Creature atop her. She holds the knife with two hands, pointing the blade inwards, and THRUSTS IT TOWARDS HER OWN CHEST, as if she were committing Hari-kari.

The blade impales the Creature. It stops moving. Buffy lies there, the Creature heavy on her chest, goop oozing from its body. A horrified beat ...

Then Spike extends a hand to Buffy, offering to help her up. She accepts and stands up, covered in filth, exhausted. It's going to be okay. When:

BANG! BANG! Suddenly, the front and back doors are kicked in simultaneously. Spike and Buffy react as Riley and the Black Ops charge into the house, weapons drawn. A few (which we will assume includes GRAHAM) fan into the living room while the others enter the dining room with Riley.

His eyes take in everything: Buffy and Spike; the wrecked dining room soaked with ooze; and the Creature, dead on the floor.

She doesn't answer. She just runs up the stairs, Spike looks at Riley.

The Black Ops holster their guns.

INT. JOYCE'S BEDROOM - NIGHT

Buffy enters the room and runs to Joyce and Dawn. She climbs onto the bed with them and the three embrace, holding each other tightly.

The three continue to rock and hold each other, wanting to believe it.

FADE TO:

EXT. HOSPITAL PARKING LOT - NIGHT

The street lamps that surround the parking lot cast their yellowed light into the night. Ben walks briskly across the shadowy parking lot. He looks a little messed up, sweat beaded on his forehead.

As he walks, Ben reaches into his coat pocket and removes a prescription bottle. He shakily opens it and pops a few pills.

He approaches his car and fumbles in his pants pockets for the keys, looking over his shoulder to see if anyone is behind him. There's no one. Ben finds his keys and hurriedly unlocks the car door.

INT. BEN'S CAR - CONTINUOUS - NIGHT

Ben slides in, closes the door, and locks it from the inside.

SUDDENLY, A VOICE:

Ben spins around. There in the back seat, is a molting creature in a hooded garment: DREG, Glory's minion from episode 8.

Ben stares at Dreg. Says in a deadly voice.

Dreg opens the passenger-side door but pauses, turning to Ben:

With that he pushes Dreg out onto the pavement and yanks shut the passenger-side door. He twists the key in the ignition and tears off into the night, tires screeching.

INT. JOYCE'S HOSPITAL ROOM - MORNING (DAY 3)

Joyce is back in her hospital bed. Buffy sits at her side, holding her mother's hand. A NURSE swabs Joyce's arm with alcohol and inserts an intravenous needle. Joyce winces, keeps her focus on Buffy. As the Nurse starts to exit.

The Nurse exits and Joyce draws closer to her daughter.

Joyce says the next with difficulty.

Buffy takes this in for a long beat. Finally-

Joyce labors to understand.

Buffy nods. Joyce takes her hand.

Buffy nods again - trying to hold it together.

Buffy fights tears.

Joyce seems to relax a bit. Lays back and pulls her daughter to her. Holds her tenderly.

CLOSE ON BUFFY

Scared. Silently asking the same of her mother.

INT. HOSPITAL CORRIDOR - DAY

Buffy and Dawn stand in the foreground holding hands, watching as Joyce is wheeled away towards the OR. Joyce smiles at them and they return her brave smile.

In the BG, Riley, Xander, Anya, Willow, Tara and Giles wait and watch.

BLACK OUT.