All the Way

(September 17, 2001)

Written by: Steven S. DeKnight

Directed by: David Solomon

Teaser

INT. MAGIC BOX - DAY (DAY 1)

A banner tacked to the front counter reads "Halloween Bonanza!'! The magic box is packed with customers (some in costume) clamoring for goodies and decorations. Giles, Dawn, Willow, Tara, and Xander are helping Anya with the crush. Anya, adorned in short shorts, a tee, excessively feathered hair and roller skates, zips around like General Retail on wheels.

ANYA
(to customer)
Everything on this table's half off!
Including the table!
(to another customer)
Buy one eyeball, get the second one
free!

ON XANDER

in full pirate regalia, including an eye patch. Xander's currently explaining a jar of fire to a group of kids.

XANDER
(pirate voice)
Arhhh! Careful, me mateys! These be
fire flies spat from a volcano off
the coast of Katmandu. Arhhh!

CHUNKY KID
You're not a real pirate. Real
pirates live on boats and don't look
stupid.

XANDER
Arhhh! A salty swab, eh? Maybe you
be fishin' for a taste... of me hook!

Xander thrusts his hand up at the kids. Sure enough, he's wearing a fake pirate's hook. The kids squeal, including Chunky.

GILES
Hello! Ahab! A little help?

XANDER
(pirate voice)
And help ye shall have! Arhhh!

Xander moves over to assist Giles at the swamped register. Giles is decked out in his opening day wizard robe from Season 5, sans hat. Xander, Giles, and Anya are the only one of our Gang in costume. Anya skates past with Dawn following alongside.

DAWN
So what are you supposed to be?

ANYA
An angel.

DAWN
Oh. Shouldn't you have wings?

ANYA
This is a special kind of angel,
called a "Charlie". We don't have
wings. We just skate around with
perfect hair, fighting crime.
Where's your costume?

DAWN
Like I'm six years old. Halloween's
so lame.

ANYA
But you get to dress up and play
games! Xander's gonna teach me a new
one after work called Shiver Me
Timbers. You ever play?

TARA
(swooping in)
Dawn, Willow could use some help in
magical texts.

DAWN
(scampering off, relieved)
I'm all over it.

ANYA
What about you? Ever play Shiver Me
Timbers?

TARA
Not really much for the timber.

ON WILLOW

arguing with a woman dressed as a classic ugly witch. Willow punctuates her words with a Remedial Witchcraft book.

WILLOW
All I'm saying is you might want to
rethink the stereotype before someone
turns you into a toad.

Witch Woman snatches the book out of her hand and huffs off.

WILLOW (cont'd)
While you're at it, try pulling that
broomstick out of your -- Dawn!

DAWN
Don't stop the invective on account
of me.

WILLOW
If I see one more idiot that thinks
witches are all hairy moles and
rotten teeth...

A LITTLE GIRL walks up in a witchy-poo outfit, wearing a mask adorned with hairy moles and a grin crammed with rotten teeth.

WITCHY-POO
Do you have candy corn?

Willow instantly bursts into a huge smile.

WILLOW
Aw, look at you! Aren't you just the
cutest little thing!

DAWN
But I thought you said --

WILLOW
I know, but -- look, with the nose
and the hat and -- aww!
(to Witchy-poo)
Come on. Let's fill that tummy up
with sugary nibblets!

Willow leads her off. Dawn watches her in disbelief -- until a gold coin with a serpent crest catches her eye on a table next to her. She glances around and furtively slips it into her pocket. She shifts into extra innocent as Anya zips past.

ANYA
Buffy, we're running low on Mandrake
root. Check the basement!

Buffy is just coming out of the back room carrying a box brimming with Magic Box oddities. She frowns sourly at the basement door.

BUFFY
Okay, but don't blame me if we have
this same conversation over and...

INT. MAGIC BOX - BASEMENT - NIGHT

Buffy comes down the stairs.

BUFFY
... over and over and --

She hits the landing, turns -- and nearly runs into Spike. She gasps, glares.

BUFFY (cont'd)
Bell. Neck. Look into it.

Buffy moves over to the shelves. Spike follows her.

SPIKE
Come with a nice leather collar, does
it?

BUFFY
What are you doing lurking down here?

SPIKE
Why does everyone always think I'm
lurking about?

BUFFY
I don't know. Could it have
something to do with the lurking?

Spike holds up a handful of vile looking weeds.

SPIKE
Came through the tunnels. Running
low on Burba weed. Stir it in with
the blood, makes it all hot and spicy.

Buffy stares at him, a mixture of disgust and disinterest.

SPIKE (cont'd)
What, I was gonna pay for it. I
mean, no, I was gonna nick it.
'Cause that's what I do.
I go where I please and take what I
want and what's your excuse anyway?
Thought you had it to the brim with
customer disservice.

BUFFY
One time deal to help out. And I
mean straight time -- no loop de loop
mummy hand repeato vision. Where's
the Mandrake root?

Spike takes a bottle of misshapen, almost human looking mandrake root from a top shelf, hands it to her. They're close to each other, the air suddenly charged between them.

SPIKE
Three to a jar. They tend to go a
bit wonky if you cram 'em too close.

BUFFY
Thanks.

SPIKE
Feel like a bit of the rough and
tumble?

BUFFY
(surprised)
What?

SPIKE
Me. You. Patrolling? Hello?

BUFFY
(relieved)
Oh, uh... I should stay. These
Mandrake roots aren't gonna get up
the stairs themselves.

SPIKE
Might if you let them out.

BUFFY
Maybe tomorrow night, okay?

SPIKE
(playing it off)
Not like I don't already have plans.
Great Pumpkin's on in twenty.

Off he goes. Buffy sighs as she heads up the stairs.

BUFFY
So much easier to talk to when he
just wanted to kill me.

INT. MAGIC BOX - CONTINUOUS - DAY

The noise of the crowd assaults Buffy as she reenters. She grimaces, overwhelmed. Anya skates past, snatching the bottle of Mandrake root from her.

ANYA
Go help Giles!

Giles is hip deep in customers at the cash register.

BUFFY
What happened to Xander?

GILES
(ringing up customers)
He kept poking me with his hook. I
sent him over to charmed objects.
With any luck he'll poke the wrong
one and end up in a parallel
dimension inhabited by a fifty-foot
Giles who squashes annoying, teeny
pirates.
(indicating customers)
We've got a ton of bagging here. If
you could start over here and -

BUFFY
Actually, Spike had this really good
idea about patrolling --

GILES
Buffy, you've been out patrolling
every night this week. Besides, it's
Halloween. The one time a year
supernatural threats give it a well-
deserved rest. As should you.

BUFFY
But what about costumes taking over
your personality or wee little Irish
fear demony thingies?

GILES
Yes, well, if anything calamitous is
going to happen tonight, history
suggests it will happen to us.

BUFFY
So maybe I should patrol to avoid
trouble and -
(sags)
I'm bagging.

She snaps open a bag and wades into the job.

EXT. STREET/KALTENBACH'S HOUSE - DAY 4

The sun is sinking. Children in costume are already out making their candy rounds. KALTENBACH, a crusty old man in a crusty old suit, ambles down the sidewalk with a grocery bag, softly humming "Pop Goes the Weasel."

He reaches his dilapidated house, the kind of spooky, rundown two-story faux Victorian job that every town has. He ambles up to the rickety front porch, passing signs that warn Keep Off Lawn and No Soliciting!

INT. KALTENBACH'S HOUSE - LIVING ROOM - DAY

The inside of his house is a cavernous, shadowy affair filled with creepy taxidermy and musty old toys from the 5Os. Santa Claus via Norman Bates. Kaltenbach ambles into the kitchen, still humming "Pop Goes the Weasel."

INT. KALTENBACH'S HOUSE - KITCHEN - DAY

Kaltenbach is cooking. A huge pot boils on the stove. CHILDREN SCREAM from outside. He peeks out the window, eyeing a group of kids in costume running down the street, laughing and screaming. He chuckles, softly singing his own version of "Pop Goes the Weasel" as he returns to his cooking.

KALTENBACH
Da da da da da-da-da-da, happy
Hallowe-en, Give you something
special this year, da da da-da da!

He pulls a gleaming BUTCHER KNIFE from a creaky old drawer. It catches the light and gleams. The schmuck be baited.

BLACK OUT.

END OF TEASER
Act One

INT. MAGIC BOX - NIGHT

Dawn ushers the last customer out.

DAWN
(brightly)
Come again...

She flips the CLOSED sign and sags against the door.

DAWN (cont'd)
in a zillion years.

The store looks like the aftermath of a battle. The gang's sprawled on chairs and draped over counters.

XANDER
Store go boom.
(weak pirate voice)
Arh.

ANYA
(a bit choked up)
That was... that was the most
incredible thing I have ever
experienced.

Xander frowns at her. The most incredible?

ANYA (cont'd)
(to Xander)
Except for that.
(to gang)
What you all did for me tonight, the
astounding heaps of money you helped
me - -

Giles clears his throat.

ANYA (cont'd)
You helped us acquire. All I can say
is... I hope we make as much tomorrow!

BUFFY
Tomorrow?

ANYA
Post holiday clearance! The
cornerstone of retail!

The gang groans. Giles wearily rises.

GILES
Brooms all around, then?

WILLOW
Or I could whip up a jaunty self-
cleaning incantation. It'll be just
like Fantasia.

GILES
Yes, and we all know how splendidly
that turned out for Mickey.

He hands her a broom and dust pan, moves off. Willow grumbles.

WILLOW
Think I'm a little more adept than a cartoon mouse.

TARA
(lightly)
And you have more fingers. Which is
good, cause -- hey, no need to wear
those big white gloves to
overcompensate.

Buffy is wearily straightening up the war table with Xander.

BUFFY
You know if you had a real peg leg,
you wouldn't just have a lame
costume. You'd actually be lame,
which is a whole other--

She turns to Xander, but his attention's focused on Anya. She's behind the cash register with wads of cash in each hand, doing the shimmy and shake with Dawn.

DAWN
(dancing, giggling)
You do this every night?

ANYA
After I close out the register. The
dance of capitalist superiority!

Xander raises his eye patch so he can take Anya in with two good peepers. He's totally, completely smitten.

XANDER
(soft - to himself)
I'm gonna marry that girl.

BUFFY
(flustered)
Xander! She's fifteen! And my
sister, so don't even --
(suddenly getting it)
Oh.

XANDER
Hey, everybody! Can I, uh, there's
something Anya and I want to tell you.

ANYA
(shocked)
Now?

XANDER
Now.
(deep breath)
We're getting married.

DAWN
Oh my God!

TARA
Congratulations!

WILLOW
That's -- that's... wow.

Xander takes Anya in, mesmerized.

XANDER
Big wow.

ANYA
(tears starting)
I thought you were waiting for the
right moment?

XANDER
I did.

He sweeps her into his arms and plants a serious Clark Gable on her. It takes her breath away.

ANYA
(swooning, to Dawn)
Here, have some money.

She hands Dawn the cash in her hand, then goes back to the deep kissing. Buffy whispers to Giles.

BUFFY
Did you know about this?

GILES
No. Unless I blocked it from my
memory, much as I will Xander's
vigorous use of his tongue.

Giles takes off his glasses, cleans them.

BUFFY
Is that why you're always cleaning
your glasses? So you don't have to
see what we're doing?

GILES
Reveal my secret to no one.

Buffy stares in disbelief at the lip-locked couple.

BUFFY
Giles, this is -- We have to do
something...

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

Music blares. An impromptu engagement party is in full swing. Anya and Xander are still in their costumes.

ANYA
...and he said he couldn't imagine
the rest of his life without me and
then he gave me this!

Anya proudly displays her engagement ring on her finger.

XANDER
Which I'll be paying for the rest of
my life with her.

DAWN
Can I try it on?

ANYA
(brightly)
Oh, absolutely not!

Buffy and Giles appear from the kitchen with drinks.

GILES
Where I come from this sort of thing
requires much in the way of libation.

XANDER
(taking a drink)
God save the Queen!

BUFFY
Sorry we couldn't do the big fancy.
You kind of caught us with our
parties down.

ANYA
That's all right. This is just the
first premarital celebration. We'll
have lots more. With gifts!

TARA
(laughs)
Sure. Maybe we'll even have time to
decorate for the next one.

WILLOW
Why wait?

WILLOW
(Japanese)
Karzaritate tamae.
WILLOW
(English translation)
Adorn with happiness.

Willow waves her hand. The house is suddenly decorated with Japanese ribbons and paper lanterns. Anya beams.

ANYA
This is so much better than the way
it usually looks. Thank you!

She hugs Willow. Tara catches Giles' look of concern. Was that bit of conjuring really necessary?

INT. BUFFY'S HOUSE - KITCHEN - NIGHT

Tara is helping Willow refill the chip bowl.

TARA
(tentatively)
The grocery store's still open. We
could have bought decorations.

WILLOW
Why bother? These are perfect -- and
extra biodegradeably. In a couple of
hours -- poof!

TARA
No, they're -- they're great.
(a beat)
It's just... why use magic when you
can do something naturally?

Willow laughs Tara's concern off.

WILLOW
You can also fight monsters
"naturally" with sticks and stones.
Don't really recommend it, though.

TARA
That's different.

WILLOW
How?

TARA
Because -- because you're protecting
people. Keeping them from being hurt.

WILLOW
Which makes them happy. Like pretty
decorations made Anya happy.

TARA
That's not the point, Will.

WILLOW
(exasperated)
Why are you being like this?

TARA
This isn't about me.

WILLOW
This is so about you. You're always
coming down on me for doing magic
that couldn't hurt a fly. What's
your problem?

TARA
Willow, I j-just want you to stop and
think about what you're --

Tara spots Dawn standing in the doorway, stops. She's obviously heard what they're arguing about.

DAWN
Sorry. Just checking on the chips.

WILLOW
It's okay. We're done.

Willow takes the chip bowl and exits with Dawn. Tara sags. Yep, that went well.

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

Buffy has Xander in a big Slayer-powered hug.

BUFFY
You're getting married. You.

XANDER
(grimacing)
Me. Choking.

BUFFY
Seems like just yesterday you
couldn't pay a girl to date you.

XANDER
Like I'd ever pay -- Define "date".

Mixed emotions swirl across Buffy's face.

BUFFY
I'm out of commission for three
months and you... How many other
things have changed since I've been
away?

Dawn and Willow enter. Dawn munches from the chip bowl.

DAWN
I got a tattoo.

BUFFY
(livid)
What?!

WILLOW
And that's why we told her she
couldn't.

DAWN
Just a little one?

BUFFY
Over my dead body. The kind that
doesn't come back.

DAWN
Fine.

She kisses Xander on the cheek.

DAWN (cont'd)
Congratulations.
(to Anya)
You're so lucky, finding a guy like
him.

XANDER
Almost as lucky as me.

Xander gives Anya a soft kiss. Buffy can't help but feel a little envious of their happiness. Dawn grabs her sweater.

DAWN
See you guys tomorrow.

BUFFY
Tomorrow?

DAWN
Yeah. I'm spending the night at
Janice's, remember?

BUFFY
Wait -- that's tonight?

DAWN
No, it's on the other Halloween.
Come on, you said I could.

BUFFY
Yeah, okay, I know, but now with
Xander's party --

XANDER
We're good. But you'll have to cough
up extra gifts at the reception.

ANYA
Yes, please!

BUFFY
I don't know. Giles. . .?

GILES
It's really not up to me.

DAWN
Come on. It's four blocks. I'll
walk straight over. Not like I'm
gonna be roaming the streets. Please?

EXT. MAIN STREET - NIGHT

Filled with Trick or Treaters and partiers in costume. Dawn roams the street, all satisfied smiles. She slips down an alley, taking a shortcut.

EXT. ALLEY - NIGHT

Dawn traipses merrily down the alley, but her smile drops as she hears a disembodied MOAN further down. She peers into the gloom. Spooky spooky schmuck bait.

DAWN
Hello?

She inches forward. The MOAN sounds again. It's coming from behind some stacked barrels concealed in the shadows. Dawn picks up a scrap of wood to use as a club. She inches up around the barrels -- and gasps. Two costumed teens are necking heavy.

GUY
Hey!

GIRL
(buttoning shirt)
Perv!

DAWN
(backing away)
Sorry! I thought, uh --

WHAM! Something grabs Dawn from behind. She yelps, whirls around. It's JANICE. Fifteen, long dark hair like Dawn, and the perpetual twinkle of impending mischief in her eyes.

JANICE
Hey, Summers. Get an eyeful of the
grope-fest? Maybe you are a perv.

DAWN
if I were.

GIRL
(O.S.)
Bite me!

JANICE
You get over the wall okay.

DAWN
Yeah. My sister thinks I'm staying
at your house.

JANICE
The Mominator thinks I'm at yours.
Can't believe they fell for that one.
Like, own a TV?

DAWN
(laughs)
So where are we meeting?

JANICE
The park.
(spooky voice)
That's where all the monsters gather
on Halloween...

EXT. PARK - NIGHT

THRASH MUSIC blares from a boom box. ZACK, 17, is standing on a swing, hooting as he arcs higher and higher.

ZACK
Hoo hoo hoo! To infinity and --

WHACK! An empty soda can bonks him in the head.

ZACK (cont'd)
Ow!

ANGLE ON JUSTIN, also 17, all American cute with a killer smile. Definite air of James Dean, down to the black work boots, jeans, and leather jacket -- which is pretty much standard issue for him and his rowdy friends MARLA, CHRISTY, and GLENN.

JUSTIN
Oops.

JANICE
(O.S.)
Nice shot.

Zack spots Janice and Dawn walking up. He leaps off the swing and grabs Janice into a big hug.

ZACK
Hey, baby! What took ya?

JANICE
Had to stop for crimes and
misdemeanors.

She kisses the spot where the soda can hit his forehead.

JANICE (cont'd)
Zack, this is my friend Dawn I was
telling you about.

Zack gives Dawn the roving eye. Yowza!

ZACK
Hell-o!

Janice slugs him in the shoulder.

ZACK (cont'd)
Ow!

Justin sidles up.

JUSTIN
(to Dawn)
Hey. Justin.

He shakes her hand with a shy grin.

DAWN
(nervous)
I know. I've seen you around at a
couple of parties.

He takes Dawn in with a warm, shy smile.

JUSTIN
I've seen you too.

Dawn practically blushes to death. Justin and Zack's friends yell over as they move off.

GLENN
Hey, catch you guys later!

ZACK
Alone at last.

JANICE
So what do you want to do?

Justin and Zack look at each other, break out into huge grins. They know just the thing...

EXT. RESIDENTIAL STREET - NIGHT

Smash! An egg splatters the face of a witch cutout adorning a front porch. Zack is hucking eggs at the house. Janice stands next to him, looking bored.

ZACK
Yeah! Three-points! Whoo!

ON JUSTIN

letting the air out of the tires of an SUV parked out front. Dawn stands nervously keeping lookout.

DAWN
Witches don't really look like that.

JUSTIN
(laughs)
Got a lot of witch friends?

DAWN
No, I mean, from what I've read and
stuff. Some of them are supposed to
be really pretty, and boy you don't
want to get them mad, 'cause --

Zack zips past.

ZACK
New target! Come on!

Justin takes off after Zack. Janice and Dawn follow.

JANICE
So?

DAWN
(downplaying)
He's okay.

JANICE
"Ho hum" okay or "oh-my-god-I'm-gonna-
pee-my-pants" okay?

DAWN
(bursting)
Pee!

They burst out into giggles.

ON JUSTIN AND ZACK

walking up ahead. Zack kicks over a mailbox as they go.

ZACK
So what's the verdict, cap'n?
(exaggerated)
Is wittle Justin in love?

Justin gives Zack a playful shove

JUSTIN
I don't know. She's cute.

ZACK
Congratulations for having eyeballs.
But what about, you know -- going all
the way? You think --

Janice and Dawn come up behind them. Zack instantly switches gears.

ZACK (cont'd)
(extra innocent)
-- that the moon and the stars look
lovely tonight?

JANICE
We done with the juvie crap yet?
'Cause, hey! Bored!

Zack stops, his eyes focusing off screen. He grins deviously.

ZACK
Just one more.

Dawn and Janice look over. It's Kaltenbach's rundown house, which looks a thousands times more forboding at night. A twisted Jack-o'-lantern sits on the front stoop, a candle inside giving it flickering life. Schmuck bait, anyone?

INT. BUFFY'S HOUSE - DINING ROOM - NIGHT

Giles is refreshing Xander's drink.

GILES
Anya's a wonderful former vengeance
demon. I'm sure you'll enjoy many
years of non-hell dimensional bliss.

Giles hands him his drink.

GILES (cont'd)
So, is she moving in with you?

XANDER
Uh ...

GILES
You know with your combined incomes
you may want to look into a down
payment on a house.

XANDER
The kind you live in?

Xander is starting to feel the pressure.

GILES
No rush. I'm sure you have enough to
think about, what with the wedding
arrangements and such. You have the
rest of your lives to plan the rest
of your lives.

XANDER
Yeah, yeah. Rest of our lives...

GILES
Well. If you need any help sorting
through it all...

Giles clasps Xander's shoulder warmly, clinks glasses, moves off. Xander quickly downs the rest of his drink, the pressure reaching critical.

EXT. KALTENBACH'S HOUSE - SIDEWALK - NIGHT

Dawn, Janice, Zack and Justin stand on the sidewalk outside Kaltenbach's house.

JANICE
No way! You know who lives here?

JUSTIN
Old Man Kaltenbach.

ZACK
Crusty old bastard.

DAWN
Isn't he supposed to be, like, mental?

ZACK
Total looney tunes.
(to Janice, ala "Raiders")
Pumpkins. Very dangerous. You go
first.

JANICE
Screw that.

ZACK
Come on, show us how brave you are.
Let's see those cute little girly
guts!

JUSTIN
Lay off, man. If she doesn't want --

DAWN
I'll do it.

They stare at Dawn. She forces up a shaky smile for Justin, wanting to impress him.

ZACK
Go, Dawn!

JUSTIN
Look, you don't have to --

DAWN
It's okay. I want to.

She eyes the house, swallows hard. She creeps up the shadowy walk, all nerves but trying hard not to show it. She carefully climbs the first step to the porch. Second step... Third step -- CREAK! The step groans loudly. She freezes for a beat, relaxes. No signs of life from inside the house.

She continues up onto the porch. Janice, Zack and Justin watch tensely from the sidewalk. Justin is particularly mesmerized by Dawn's audacity.

Dawn creeps silently over to the Jack-o'-lantern near the front door. She reaches down, picks it up, hoists it over her head. She turns to the group with a triumphant smile as she prepares to give it the big smash.

Justin gives her a thousand-watt grin -- then suddenly his eyes go wide.

WHAM! A hand suddenly latches onto Dawn's wrist. Kaltenbach's appeared in the doorway behind her. Dawn yelps, pulls away. The Jack-o'-lantern tumbles to the ground, smashes. Dawn stumbles, falls. Kaltenbach looms over her.

KALTENBACH
Shouldn't oughta mess with those.
Sometimes they bite.

Janice, Zack, and Justin race up.

JUSTIN
Get away from her!

ZACK
Don't make me go kung-fu on you, man!

Zack throws up his hands in a substandard Bruce Lee. Kaltenbach stares for a beat, then breaks into a toothy grin.

KALTENBACH
Come on in, kids. Got something special
for you.

Kaltenbach ambles back inside his house, leaving the door open. They stare at each other in disbelief. Zack chuckles merrily, sensing an opportunity for some creepy guy laughs.

ZACK
Cool!

JANICE
We are so not going in there. Dawn,
tell them.

Dawn looks to Justin. Justin grins, a mischievous twinkle in his eye. Dawn returns it. For this guy, anything.

INT. KALTENBACH'S HOUSE - LIVING ROOM - NIGHT

Dawn, Janice, Zack, and Justin are seated in Kaltenbach's extra creepy living room. Kaltenbach stands motionless, half in the shadows. Everyone's on edge -- except Zack, who's loving every creepy second. He eyes Kaltenbach's collection of dusty toys, picks up an old robot monster action figure.

ZACK
Dude, where'd you get the cool toys?

KALTENBACH
Used to design 'em, back in fifty-
eight. Nothin' I loved more than to
see a child's face light up when he
opened one of mine on a Christmas or
a birthday. I was good. Jeepers, I
was the best.

Kaltenbach takes the robot monster from Zack.

KALTENBACH (cont 'd)
Until that thing happened. One
little mistake, and they took it all
away from me. They... they took my
toys.
(brightening)
Time for the treats! Who wants to
help daddy in the kitchen?
(to Dawn)
How 'bout you, Sally?

Dawn tenses. Justin springs up.

JUSTIN
Uh -- Sally's not much for the
cookin'. Why don't I give you a hand?

KALTENBACH
Hands are good. Always use more
hands.

Kaltenbach ambles into the kitchen. Justin grins at Dawn, gives her a reassuring wink as he follows.

JANICE
Okay, can we get the funk out of here
before Satan Claus stuffs us down a
chimney?

Zack picks up a dusty old Jack-in-the-box, absently cranks the handle. The box croaks out "Pop Goes the Weasel" over the following.

ZACK
What, and miss the big treat? That'd
break the old guy's wittle heart.
Assuming it's still beating.

DAWN
She's right. We should just get
Justin and go.

ZACK
Come on, the dude's a thousand years
old. What's he gonna do? Drown us
in his drool cup?

POP! Jack shoots out of his box -- minus his head, which has been viciously hacked off. Dawn eyes it apprehensively.

DAWN
Hey. Where's its head?

INT. KALTENBACH'S HOUSE - KITCHEN - NIGHT

Kaltenbach is humming "Pop Goes the Weasel" under his breath as he putters around the kitchen. Justin is across the room, getting plates. Kaltenbach picks up his huge butcher knife, grins, turns and -- Justin is now standing right behind him, his face full on VAMP. Justin grins, his fangs glinting.

JUSTIN
Boo.

BLACK OUT.

END OF ACT ONE
Act Two

INT. KALTENBACH'S HOUSE - KITCHEN - NIGHT

Justin clamps his hand over Kaltenbach's mouth and sinks his fangs into his neck. Kaltenbach spasms, knocking a big tray covered in tinfoil to the floor. It's a huge Halloween-decorated Rice Crispie Treat. Kaltenbach was going to use the knife to cut it up. That was the "something special" he was planning for the kids this Halloween.

INT. KALTENBACH'S HOUSE - LIVING ROOM - NIGHT

Dawn and Janice jump at the sound of the tray hitting the floor in the kitchen. Zack is all cool.

JANICE
What the hell was that?

Dawn gets up, creeps over to the kitchen door.

DAWN
(loud whisper)
Justin?
(beat)
Justin --

She reaches a hand out to swing the door open. BAM! Justin comes barreling out, his face normal.

JUSTIN
Let's go!

DAWN
What happened?

Justin holds up a tattered old wallet.

JUSTIN
I swiped his wallet when he wasn't
looking! Come on!

EXT. STREET - NIGHT

Janice and Dawn are bolting down the street, laughing, their hearts pounding.

DAWN
Oh my god oh my god oh my god...

ON JUSTIN AND ZACK

bringing up the rear, hanging back. Justin grimaces at the taste in his mouth.

JUSTIN
Dude, that guy was rank!

ZACK
Bet a spritz of Dawn'll wash that
right out. So what do you think?
Lunchables... or do we go all the way
and turn 'em?

Zack grins, his eyes sparkling.

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

Anya is laying out her future with Xander to the gang.

ANYA
... I thought maybe a June wedding,
but then I remembered they always
prompted the largest percentage of
calls for vengeance, so now I'm
leaning towards as soon as damn
possible. Mortal life being so
short, we gotta cram in as much
marital bliss as we can before we
wither and die. There's just so much
to consider. The wedding, new cars,
a house, and babies! You have to
plan for babies or they'll just run
roughshod over your entire existence.

Xander tries desperately not to hyperventilate.

XANDER
Yeah, gotta decide what to call 'em
before they hit college.

GILES
"Rupert" is an exceptionally strong
name.

ANYA
Yes. If we want our progeny to eat
paste and have their lunch money
stolen.

BUFFY
The important thing is you're happy.
Everything else is thick gravy
goodness.

Anya takes Xander's hand, totally in love.

ANYA
I know. I'm the luckiest ex-demon in
the world. To be able to find the
one person in all dimensions that I
was meant to be with... and have
everything work out just the way I
dreamed. How often does the universe
allow that to happen?

She hugs Xander close, not seeing how her words have hit Buffy right in the Angel parallel. Buffy and Xander eye each other, both feeling the need to escape.

EXT. BUFFY'S HOUSE - NIGHT

Xander and Buffy slip out onto the front stoop. Xander sucks in a huge lungful of air.

XANDER
Air! Sweet mother oxygen!

BUFFY
You okay?

XANDER
Yeah, I just...

He sits on the porch railing, freaking.

XANDER (cont'd)
I just didn't think it'd be so...
much.

BUFFY
But it's a good thing, right? This
is love and celebration and moving
forward. Anya's right. This is the
way life's supposed to work out.

She musters up a weak smile. Everything she just described is exactly what her life isn't.

XANDER
Right. Deep pools of ooey delight.
I'm wallowing. Not drowning.

BUFFY
Definite wallow action.

Xander takes a deep breath, rises.

XANDER
Okay. Once more into the breach?

BUFFY
My breaches are wearing a little
thin. Think maybe I'll swing by
Spike's, take him up on that patrol.
Gotta be something out there trolling
for a smackdown.

EXT. STREET - NIGHT

Dawn and Justin are walking by themselves. Justin rummages through Kaltenbach's wallet. Dawn is flush with excitement.

JUSTIN
So, you're like what, a sophomore?

DAWN
I wish.

JUSTIN
(mock pain)
Ouhh! Freshman!

DAWN
Yep. Way down there at the bottom of
the rung. Actually kinda down under
those little rubber feet that keep
the ladder steady.

JUSTIN
Those are important.

Justin takes the cash out of the wallet, offers Dawn half.

JUSTIN (cont'd)
Here. Spoils of war. You earned it.

DAWN
I did?

JUSTIN
Yeah. For keeping me steady.

He smiles shyly. If this kid weren't a vamp, we'd be rooting for these two to hook up. Dawn returns the smile, takes the cash.

JUSTIN (cont'd)
And so begins her life of crime.

DAWN
You're a little late. I steal all
the time.

JUSTIN
Really?

DAWN
Totally. I haven't paid for a
lipstick since forever.

JUSTIN
Be still my heart. Cute and bad?

DAWN
(shivers)
Bad to the bone.

JUSTIN
More like frozen. Here...

He stops, takes off his leather jacket, drapes it around her shoulders. She loves the feel of it -- and the fact it's his.

DAWN
Thanks.

Justin gently moves a stray strand of hair from her face.

JUSTIN
My pleasure, Miss Summers.

It's a perfect moment -- broken by Janice popping up sipping a Slurpy.

JANICE
Hey. Where's Zack?

JUSTIN
He went to get the car.

DAWN
(surprised)
You guys got a car?

EXT. ANOTHER STREET - NIGHT

A WOMAN is shoved out of her car. She lands hard, unconscious, her neck bleeding. The driver's side door slams shut and the car peels out. Yep. Zack's got a car.

EXT. STREET - NIGHT

Buffy watches the Trick or Treaters and costumed partiers as she drifts down the street. So much laughter, so many happy faces. She spots a COUPLE sharing a kiss. Time slows and the sound of the crowd fades as she eyes them with longing.

She absently steps out into the street and WHAM! A speeding ambulance almost clips her, siren blaring. Buf fy watches it go, her eyes narrowing.

EXT. STREET - NIGHT

Buffy comes up on a small crowd. Paramedics are loading the woman Zack bit onto a gurney.

PARAMEDIC #1
I'm losing her pulse!

PARAMEDIC #2
Get her in! Go!

Buffy spots the puncture wounds on her neck as they lift the gurney into the ambulance. Her face darkens. Vamps!

INT. BUFFY'S HOUSE - KITCHEN - NIGHT

The phone in the kitchen is ringing. Music blares in the background. Giles picks up the phone, all celebratory smiles.

GILES
Summers' residence. Oh, yes, Mrs.
Penshaw, how --
(tensing)
No, Dawn told us she was spending the
night at your house. Yes. Yes, I
realize that now, but I don't believe
you called to check either. All
right -- yes, let's just -- If I hear
anything, I'll let you know.

He hangs up, fuming.

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

Xander, Anya and Willow are doing the bump and grind. Tara watches from the couch, still feeling the sting of her earlier disagreement with Willow. Giles enters, turns off the music.

WILLOW
Hey, we were just gettin' our funk on.

GILES
That was Janice's mother. Apparently
Janice told her she was spending the
night here.

XANDER
Dipping into the classics. Gotta
respect that.

GILES
Is Buffy still outside?

XANDER
No, she was feeling antsy, went to
grab Spike for a patrol.

GILES
(sourly)
Always nice to be in the loop.
Xander, Anya -- stay here in case
Mrs. Penshaw calls. Willow, Tara,
check downtown. I'll swing by
Spike's and see if I can catch Buffy.

Giles exits. Tara and Willow grab their coats.

TARA
(worried)
Deja Dawn.

WILLOW
Just typical teen stuff. I'm sure
she's fine. Not like there's a
Hellgod out there trying to drain her
blood this time, right?

EXT. ZACK'S CAR - NIGHT

The car Zack boosted is parked in a clearing near the woods over looking the cemetery. The back door pops open and Zack and Janice tumble out, kissing and laughing.

ZACK
(calling inside)
Don't do nothin' I would, dude.

Janice kisses him hard.

JANICE
You're it.

Janice giggles, dashes off. Zack watches her go, his eyes twinkling.

ZACK
Love it when they run.

Zack grins, morphing into VAMP FACE.

INT. ZACK'S CAR - NIGHT

The back door slams shut. Dawn, none the wiser, is in the front seat with Justin, wearing his leather jacket. An awkward beat.

DAWN
So.

JUSTIN
Yeah.

Justin smiles warmly. Dawn blushes, blows in her hands to warm them.

DAWN
It's cold. You okay?
(re: jacket)
You want this back.

JUSTIN
Nah. Cold doesn't really bother me.

DAWN
What are you, Superman?

JUSTIN
(laughs)
No. But I do have a few special
powers...

He leans in for a kiss. Dawn chickens out at the last second.

DAWN
Hey, does this work?

She turns on the radio. Nothing.

JUSTIN
You gotta turn the ignition.

He turns the key in the ignition, activating the electrical system. The radio flares to life. Something achingly romantic plays, like Johnny and Santo's "Sleep Walk".

DAWN
I love this one.

JUSTIN
Another thing we have in common.

Justin gently strokes her hair, traces his fingers down her neck. Dawn shivers at his touch.

JUSTIN (cont'd)
You're shaking.

DAWN
It's... cold.

JUSTIN
(moving closer)
Do you want to go?

DAWN
No, I just... you know, what do you
expect --

JUSTIN
Shhh.

He puts a finger to her lips, gently traces them.

JUSTIN (cont'd)
I just... want to taste you...

He leans in and kisses her softly. It's an electric moment. Dawn sighs, melting into him as the tender kiss goes on and on...

BLACK OUT.

END OF ACT TWO
Act Three

INT. ZACK'S CAR - NIGHT

Dawn draws back from the tender kiss, breathless.

DAWN
(dazed)
Shiver me timbers.

JUSTIN
What?

DAWN
Uh, nothing, just... wow.

JUSTIN
(surprised)
Oh my God. That was your first.

DAWN
Wha --no!

JUSTIN
It was! That was your first kiss.

DAWN
I've been kissed before. I kiss all
the time. Not that I'm a kiss slut,
but, you know, I'm just saying with
the lips and the pressing together
and stuff -- hey, expert here.

Justin stares at her with a wry grin. Dawn cracks.

DAWN (cont'd)
Okay, it was my first kiss, all
right! I know, I suck! My lips are
dry and my tongue's all horrible and
sticky and I'm pretty sure I drooled
so just tell me how awful it was and -

Justin kisses her softly, cutting her off .

JUSTIN
It was perfect.

Dawn melts under his lips. Kissage, round two.

INT. BRONZE - NIGHT

The Bronze is decked out for Halloween and filled with costumed partiers. A ROCK BAND wails. Willow and Tara wade through the crowd, practically having to yell to be heard. Luke Skywalker and Princess Lea bump and grind nearby.

WILLOW
Do they know they're brother and
sister?

TARA
(glancing about)
You think she's here?

WILLOW
What?

TARA
(louder)
Do you think Dawn might have come
here?

Willow takes in the crowd, grins. It's a wild scene.

WILLOW
It's where I'd be if I were sixteen
and on the lam.

TARA
Really?

Tara frowns at all the loud commotion. Totally not her scene.

WILLOW
Well, not me at sixteen, 'cause,
hello -- spaz.

TARA
(mock shock)
You?

WILLOW
Hard to believe such a hot mama yama
came from such humble, bad hat-
wearing, geek-infested roots.

TARA
(grimaces)
Infested roots. Trying to turn me on?

WILLOW
I have to try?

Willow gives her a kiss. Tara's thrilled the tension from their earlier argument has subsided.

WILLOW (cont'd)
Come on. Let's try up here.

Willow takes Tara's hand and leads her up the stairs to the upper level. They push their way through the crowd, end up on the catwalk overlooking the dance floor.

TARA
Do you see her?

WILLOW
No, there's too many people.

TARA
Maybe we could ask security to --

WILLOW
It'll take too long.

Willow starts to chant, her eyes going black.

WILLOW (cont'd)
One among many, many fade to one. . .

TARA
What are you doing? Will -

Tara grabs Willow's arm, breaking her concentration. Her eyes return to normal.

WILLOW
I'm just going to clear the crowd.

TARA
How?

WILLOW
I'll shift everyone that's not a
sixteen-year-old girl into an
alternate dimension.

TARA
What?!

WILLOW
It'll just be for a fraction of a
second. They won't even notice.

Willow turns back to her spell.

TARA
Will, no! You can't!

WILLOW
Why?

TARA
What if something goes wrong?

WILLOW
It won't.

TARA
But w-what would Giles say?

Willow's face turns dark. Tara has just pushed a big red button. Willow barks at her noisy surroundings.

WILLOW
(Arabic)
Sukut!
WILLOW
(English translation)
Quiet!

The music and noise suddenly fade around them so they can hear each other. The rest of the crowd continues laughing and dancing, oblivious.

WILLOW
So you're taking his side now?

TARA
This isn't about sides.

WILLOW
Have you two been talking about me
behind my back?

TARA
No, God --

WILLOW
You know how that makes me feel?

TARA
Willow, you're using too much magic.
What do you want me to do? Just sit
back and keep my mouth shut?

WILLOW
That'd be a good start.

That hits Tara like a kick in the stomach. Willow instantly regrets it, but it's too late to take it back.

TARA
If I didn't love you so damn much, I
would.

Tara turns and heads back down.

WILLOW
Tara --

Willow sags, kicking herself. She stands there alone on the catwalk as the sound fades back up, engulfing her.

INT. ZACK'S CAR - NIGHT

Dawn and Justin are really making out heavy now. All teenage tongues and teeth. The genie has definitely left the bottle.

JUSTIN
Mmm... you taste so good. . .

He nibbles her lip a bit too hard.

DAWN
Ow.

JUSTIN
Sorry.

DAWN
It's okay. Long as it's not bleeding.

Things quickly heat up again. Justin's hands begin to migrate toward second base. Dawn catches his hand, eases it back down. More kissing, more hand creepage.

DAWN (cont'd)
Justin, can we just. . .

JUSTIN
Sorry. It's just. . . God, you are so
beautiful . . .

Dawn is stunned -- and totally swept away. She kisses him softly, but quickly gives in to teen desire. Justin's breath comes in ragged gasps as the kissing and touching heats to volcanic levels. His face VAMPS.

Dawn, her eyes closed as they continue kissing, doesn't notice. But as the make out session continues, her hand roams up to his face -- and freeze as it encounters that unmistakable bulge. Her eyes crash open in terror.

INT. SPIKE'S CRYPT - NIGHT

BOOM! Spike's door crashes open. Buffy strides in.

BUFFY
Get your gear together, we need to --

She stops, glances around. An old black and white horror movie is on the TV. There's a bowl of half eaten popcorn on Spike's chair, but no Spike. The television casts eerie, dancing shadows across the dim crypt.

BUFFY (cont'd)
Spike?

Spike appears next to her.

BUFFY (cont'd)
Ahhh!

SPIKE
(startled)
Ahhh!

Spike frowns, ambles out.

SPIKE (cont'd)
You know in civilized cultures that's
called trespassing.

BUFFY
Good thing you're uncivilized. We've
got trouble.

SPIKE
Giles found you?

BUFFY
Giles? No, is he looking for me?

SPIKE
Yeah. It's Dawn --

BUFFY
(freaking)
What happened? Is she all right?

SPIKE
No, it's okay. Giles came by earlier
looking for you. Dawn and her little
friend pulled a Houdini. Up to a bit
of candy corn mischief, I suspect.

BUFFY
Wait, Dawn's running around out there
somewhere?

SPIKE
Kid's these days, eh? I just did a
sweep of the tunnels. Giles is
poking about the cemetery --

BUFFY
We have to find her.

Buffy strides over to Spike's weapons chest, kicks it open.

SPIKE
Don't think she's in there.

Buffy roughly tosses him a pistol crossbow.

EXT. EDGE OF CEMETERY - NIGHT

Giles works a flashlight, poking about in the mist-shrouded, schmuck baity cemetery.

GILES
Mist. Cemetery. Halloween. This
should end well.

Giles disappears out of frame. He's stumbled over something. He dusts himself off.

GILES (cont'd)
Bloody brilliant.

A MUFFLED SCREAM splits the air. Giles freezes. Another SCREAM, weaker this time, coming from the woods at the edge of the cemetery.

EXT. WOODS NEAR CEMETERY - NIGHT

Giles races through the woods. He reaches the edge of a clearing, freezes. A teen VAMP is kneeling on the ground, his teeth planted in the neck of a girl with long brown hair obscuring her face.

GILES
Dawn!

The teen vamp snaps his head up and WHAM! Giles smashes his flashlight into his temple. The teen vamp howls.

Giles kicks him, sending the vamp tumbling down a small embankment. Giles rushes to Dawn.

GILES (cont'd)
Dawn! Are you all right --

She looks up at him, dazed. It's not Dawn -- it's Janice.

JANICE
He bit me! That jerk bit me!

ZACK (O.S.)
Like you weren't asking for it.

Zack appears at the top of the embankment. His head's bleeding from getting cracked with the flashlight. Not a happy vamp. Giles stands, ready to bring on the hurt.

GILES
I'm fairly certain she wasn't.

ZACK
(advancing)
What do you know about it, grandpa?

WHAM! Zack attacks. Janice is knocked to the ground. This kid could definitely kill Giles if he's not careful. Giles takes a couple of strong hits -- then blocks a punch in mid air.

GILES
Quite a bit, actually.

He unleashes a flurry of blows, surprising Zack Giles spins, kicks Zack in the chest. Zack flies back and slams into a sheared off tree branch. He stares at the end poking out of his chest.

ZACK
Dude, that sucks.

He explodes into dust. Giles helps Janice up.

GILES
(winded)
Dawn. . . where's Dawn. . .

EXT. WOODS - CLEARING NEAR CEMETERY - NIGHT

The passenger door to Zack's car bursts open. Dawn struggles out, kicking at Justin as she tumbles to the ground.

DAWN
Get off of me!

She scampers to her feet, but Justin is right there next to her.

JUSTIN
Dawn, wait! Wait!

Justin grabs her.

JUSTIN (cont'd)
I thought we could, you know, hang
out or something.

DAWN
Hang out?

JUSTIN
Yeah, I mean, you're not like the
other girls. They're boring and
stupid and you're. . . you're
different. There's something special
about you. I knew it the first time
I saw you.

Dawn can't help but melt a little.

JUSTIN (cont'd)
I just want to be close to you,
that's all.

He brushes a strand of hair from her face. She flinches.

JUSTIN (cont'd)
Shh ... It's okay.

He nuzzles in close, inhaling her scent.

JUSTIN (cont'd)
It'll only hurt for a second. . .

He bares his teeth for the bite.

GILES (O.S.)
Bet you say that to all the girls.

Justin whips his head around. Giles is coming out of the woods, his eyes flashing angrily. Dawn snaps out of it.

DAWN
Giles --

Justin growls, clamps his hand around her throat. Giles continues advancing, ready to introduce some serious pain.

GILES
I'll give you a choice, son. We can
do this the easy way, or we can do it
the - -

Headlights click on. Giles freezes, blinded. Another set flare to life, quickly followed by half a dozen more. Eight other cars are parked further back in the clearing.

Doors pop open. Half a dozen ADULT VAMPS get out, along with Christy, Marla, and Glenn, also vamped. Fresh blood drips from their mouths. It's Make Out Lane, vamp style. Giles is surrounded. Justin grins.

JUSTIN
What were my choices again?

BLACK OUT.

END OF ACT THREE
Act Four

EXT. CLEARING NEAR CEMETERY - NIGHT

The vamps start to move in. Giles tenses, trying to keep an eye on all of them at the same time. WHAM! A hand clamps down on his shoulder. Fortunately, it's connected to Spike. The vamps freeze.

SPIKE
This a private game, or can anyone
have a go?

Buffy comes around Giles' other side.

BUFFY
Dawn! Are you --

She freezes, eyeing the jacket she's wearing, the boy she's with, and the car she's standing next to.

BUFFY (cont'd)
Were you parking? With a vamp?!

Dawn shakes the confused Justin off.

DAWN
I didn't know he was dead!

JUSTIN
Living dead.

DAWN
Shut up.

BUFFY
How could you not know?

DAWN
I just met him.

BUFFY
So you were parked in the woods with
a boy you just met?

JUSTIN
We've seen each other at parties--

BUFFY
Shut up.
(to Dawn)
I can't believe you.

DAWN
Oh like you've never fallen for a
vampire.

BUFFY
That was different.

DAWN
It always is when it's you.

CARL, the older vamp leader, meekly interjects.

CARL
Uh ... can we fight now?

Buffy takes in the bloody vamps with disgust.

BUFFY
Didn't any of you come here just to
make out?

A YOUNG MAN standing with his GIRL raises a shaky hand. They're both human, and scared out of their wits.

BUFFY (cont'd)
Aw, now that's sweet. You, run.

The couple takes off.

BUFFY (cont'd)
(to Adult Vamp #1)
You, scream.

Buffy explodes into action, connecting a vicious kick to Adult Vamp #1's face. He screams in pain. All kinds of Halloween hell breaks loose as Giles and Spike join in.

ADULT VAMP #1
Die, Slayer!

WHAM! Buffy stakes him. Dusty dust.

BUFFY
Been there, done that.

Justin grabs Dawn, his eyes lighting up.

JUSTIN
Your sister's the Slayer? I totally
get that. I knew there was something
special about you.

BAM! She knees him in the crotch, takes off.

ON GILES

getting tag teamed by Christy and Marla.

BUFFY
Giles!

Buffy tosses him a stake. WHAM WHAM! He dusts the two girls, then gets tackled by Glenn. They fly over a car hood and tumble out of view.

ON BUFFY

as she chases ADULT VAMP #2. They end up around a bend, separated from the rest of the fight.

The vamp reaches his car, but Buffy catches up to him before he can leap in. They trade blows. He blocks a punch, scoops her up and body slams her on the hood of the car. He rears back and fires a fist at her head. She rolls out of the way at the last second. BAM! His fist punches a hole through the hood.

Buffy rips his car antennae off, whips him into a bloody mess. He knocks the antennae away, sending Buffy slamming into the side of the car. He swings his fist, but Buffy throws open the car door, using it as a shield. His fist crashes through the window. He howls in pain.

Buffy and the vamp trade blows around the car door. Much Jackie Chan-age. Buffy fires a vicious kick through the busted window. CRACK! The vamp goes down, his head smacking the inside of the car. Buffy whip-kicks the door closed, decapitating him. Dust.

MAIN CLEARING - ON SPIKE

trading blows with Carl.

CARL
What's your malfunction, man!

SPIKE
It's Halloween, you nit! We take the
night off. Those are the rules.

CARL
Me and mine don't follow no stinking
rules. We're rebels!

SPIKE
No, I'm a rebel. You're an idiot.

Spike kicks him hard. Carl slams back into a car.

SPIKE (cont'd)
Make that a dusty idiot.

Spike whips out a crossbow pistol from under his coat, fires. THUNK! Carl explodes into dust. Spike loads another bolt.

SPIKE (cont'd)
Give the lot of us a bad name.

WHAM! A vamp tackles him. The crossbow flies out of Spike's hand.

ON DAWN

at the far edge of the clearing, backing away into the woods as the rest of the vamps get polished off. Justin pops up behind her.

JUSTIN
Trick or treat!

Dawn screams, starts to run. He tackles her to the ground at the edge of the fighting. Spike's fallen crossbow lies nearby, barely visible. Justin straddles Dawn.

JUSTIN (cont'd)
Give me something good to eat.

She looks up at him, more hurt than scared.

DAWN
I thought you really liked me.

JUSTIN
(sincerely)
I do. And you like me, too.

DAWN
(a beat - sincerely)
I do.

Justin smiles -- then suddenly stiffens and explodes into dust. Dawn is holding the bolt from Spike's fallen crossbow. She just dusted her first kiss. She lays there, frozen, tears welling up in her eyes.

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

Everyone's returned to Buffy Central, including Willow and Tara. Xander and Anya are on their way out.

BUFFY
Sorry about the party.

XANDER
Don't worry about it.

ANYA
It gave me time to plan the bridal
shower. Where do we order obscenely
muscular male strippers?

XANDER
Ahn.

ANYA
Kidding. Jeez.
(mouthed to Buffy)
We'll talk.

They exit. Spike is close behind.

SPIKE
Guess I should bugger off. Something
about Big Bad's not venturing far
from their crypts on Halloween?

BUFFY
Good fight.

They bump their fists together as Spike exits.

WILLOW
So, big monster mashing. Sorry we
missed it.

TARA
(curtly)
As long as Dawn's all right.

WILLOW
Yeah, I mean that's --

TARA
(to Buffy)
I think I'm gonna turn in. Good
night.

Tara heads up the stairs, her fight with Willow obviously unresolved. Willow smiles weakly at Buffy, follows Tara up the stairs.

WILLOW
Tara . . .

Buffy turns her attention to Giles. He's got an ice pack pressed to his bruised check.

BUFFY
How's the face?

GILES
Still ruggedly handsome.
(frowns)
Grandpa, indeed.

Buffy glances over into the dining room. Dawn is sitting in a chair, staring out the window. Justin's jacket is on her lap, her fingers absently feeling the leather. She really had fallen for the guy.

BUFFY
She's taking it pretty hard.

GILES
Not surprising. Still, we can't
ignore this kind of behavior.
Something has to be done before it
spins out of control.

BUFFY
You're right.
(a beat)
I'm glad you're here to sort it out.
Don't be too hard on her, okay?

Buffy turns and heads up the stairs, leaving Giles holding the bag. He watches her go, not happy with the big avoiding of responsibility.

INT. BUFFY'S HOUSE - DINING ROOM - CONTINUOUS

Giles enter.

GILES
We need to have a conversation.

DAWN
This the part where you tell me
you're not angry, just disappointed?

GILES
Pretty much. Except for the bit
about not being angry.

INT. BUFFY'S HOUSE - WILLOW AND TARA'S ROOM - NIGHT

Willow and Tara are getting ready for bed. Things are tense, the silence heavy. Willow is obviously hurting.

WILLOW
I'm sorry. Okay?

TARA
It's not that easy.

WILLOW
What do you want me to do? Reverse
time and take it back?
(laughs)
'Cause I might be able to if I --

Tara turns away.

WILLOW (cont'd)
Joke. Don't think I could really --

TARA
Can we not do this now? I'm tired.

WILLOW
Okay.

Tara slides into bed. Willow turns away, wounded. She picks out a small weed-like flower from an array of spell ingredient jars on the dresser.

WILLOW
Let's just forget about it.

WILLOW
(softly, in Latin)
Obliviscere.
WILLOW
(English translation)
Forget.

The flower glows slightly for a moment. Willow closes it in her hand and gets into bed.

TARA
Ouhh, you're feet are cold.

WILLOW
Better warm me up.

She kisses Tara, tender and loving. Tara responds in kind.

TARA
Mmm. Now that's the way a day should
always end. And start. And all the
stuff in the middle.

WILLOW
So. . . you're not mad?

TARA
About what?

Tara cuddles in close, all sighs and smiles. Willow's spell has made her forget about their fight. Willow smiles. All's right with her world again.

BLACK OUT.

END OF SHOW

.