In the Mayor's office. Faith is sitting at the desk with her eyes closed. A present is laying on the desk in front of her.

The Mayor stands by her side.

Mayor: Alright, you can open them up now.

Faith sees the present and smiles up at him.

Faith: Fab. What's the occasion?

Mayor: Faith! As if I need a reason to show you my affection. Or appreciation for running a small errand at the airport.

Faith: Airport? What's next? Gonna want me to help a buddy of yours move a sofa?

Mayor: This isn't a free ride, young lady. You know, I'm beginning to think that somebody's getting a little spoiled. Maybe I should take this back.

Faith: (clutches the present) Sorry... Sir.

Mayor: That's my girl. (chuckles) Another cookie? (Faith takes one) Now. A package is arriving tomorrow night from Central America. Something, and I can't stress this enough, something crucially important to my Ascension. Without it ... Well! What would Toll House cookies be without the chocolate chips? A pretty darn big disappointment, I can tell you. (giggles) Open your present. (she does) There. That look on your face is my reward.

The present is a knife with an intricate design.

Faith: This is a thing of beauty, boss.

Mayor: Well, it cost a pretty penny. So, you just take good care of it. And you be careful not to put somebody's eye out with that thing, until I tell you to.

Faith: Any particular eyes in mind?

----------------------------------------

Night, in a graveyard. Angel and Buffy are fighting a pair of vampires. Buffy trips her opponent into Angel's legs.

Buffy: Sorry, honey!

Angel: That's okay.

They finish off both vampires.

Buffy: Well, there's something you don't see every day. Unless, of course, you're me.

Angel: That was bracing. Want to do another sweep?

Buffy: It's what I live for. Sad to say.

Angel: You too tired?

Buffy: No. It's just... Do you get the feeling that we're kind of in a rut?

Angel: A rut?

Buffy: You never take me any place new.

Angel: What about that fire demon nest in the cave by the beach? I felt that was a nice change of pace.

Buffy: So this is our future? This is how we're going to spend our nights when I'm fifty and you're ... the same age you are now.

They hear a growl offstage.

Angel: Let's just get you to fifty.

Buffy: Liking that plan.

Opening credits.

-----------------------------------------------------------

In the Summers house. Buffy sits at the table, flipping through a book. Joyce enters from the hall.

Joyce: Buffy? When were you going to tell me?

Buffy: Alright, busted. I didn't think you'd miss them. (takes off earrings)

Joyce: You were accepted to Northwestern University. Honey, I'm so proud of you! That's wonderful!

Buffy: (less enthusiastic) Right! It's wonderful.

Joyce: I mean, it's not cheap, but, uh, I know we can make it work if your father pitches in. Not that Northwestern is your only option. It's a great school, though. I am so proud of you.

Buffy: You said that before.

Joyce: And will again soon.

Buffy: Mom, you know that I can't ... I-I just can't decide on a school right now. I mean I want to sleep on it, you know, mull it over. Raise them up my inner flagpole, see which one I salute.

Joyce: I know, sweetheart. I'm just so pleased that you have so many choices. Ooh, you know what? Your aunt Arleen and her family are in Illinois. I've got to call and tell them. Oh, Buffy?

Buffy: I know, you're proud of me.

Joyce: Ah, don't forget to put my earrings back in my dresser before you go out. Arleen? Hi! It's Joyce. How you doing? Listen, you are never going to believe where Buffy got accepted to school!

----------------------------------------

Daylight on campus. One guy sits at a picnic table. A second guy drops a paper bag on the table and sits opposite the first guy.

Guy #2: Here you go.

Guy #1: Thanks.

Snyder: (swoops in) Okay, what's in the bag?

Guy #1: My lunch.

Snyder: Is that the new drug lingo? (takes the bag, looks inside)

Guy #1: No, it's my lunch.

Snyder: (drops the bag on the table) Sit up straight. (marches off)

Camera zooms past Snyder to another table: Willow and Oz sit opposite Buffy.

Willow: Sounds like your mom's in a state of denial.

Buffy: More like a continent. She just has to realize that I can't go away.

Willow: Well, maybe not now, but soon, maybe. Or maybe I too hail from Denial Land.

Buffy: Faith's turn to the dark side of the Force pretty much put the proverbial kibosh on any away plans for me. UC Sunnydale – at least I got in. You! I mean I can't believe you got into Oxford!

Willow: It's pretty exciting.

Oz: That's some deep academia there.

Buffy: That's where they make Gileses.

Willow: I know! I could learn and, and have scones. Although I-I don't know how I feel about going to school in a foreign country.

Xander is sitting at a nearby tree reading Jack Kerouac's _On the Road_.

Xander: Everything in life is foreign territory. Kerouac. He's my teacher. The open road is my school.

Buffy: Making the open dumpster your cafeteria?

Xander: Go ahead, mock me.

Oz: I think she just did.

Xander: We Bohemian anti-establishment types have always been persecuted.

Oz: Well, sure. You're all so weird.

Willow: I think it's neat, you doing the backpack, trail mix, happy wanderer thing.

Xander: I'm aware it scores kinda high on the hokey-meter, but I think it will be good for me. You know, help me to find myself.

Cordelia walks between the table and Xander's tree.

Cordelia: And help us to lose you. Everyone's a winner.

Xander: (getting up) Well, look who just popped open a fresh can of venom. Hey, did you hear about Willow getting into Oxnard?

Willow: Oxford.

Xander: Oxford. And M.I.T. and Yale and every other college on the face of the planet. As in your face I rub it.

Cordelia: Oxford? Whoopee! Four years in tea-bag central. Sounds thrilling. And M.I.T. is a Clearasil ad with housing. And Yale is a dumping ground for those who didn't get into Harvard.

Willow: I got into Harvard.

Xander: Any clue on what college you might be attending so we can start calculating minimum safe distance?

Cordelia: None of your business. Certainly nowhere near you losers!

Buffy: Okay, you guys, don't forget to breathe between insults.

Cordelia: I'm sorry Buffy. This conversation is reserved for people who actually have a future. (leaves)

Oz: An angry young woman.

Willow: Oh Buffy, she was just being Cordelia, only more so. Don't pay any attention to her.

Xander: She's definitely got a chip going.

Willow: Maybe if you didn't goad her so much?

Xander: I can't help it. It's my nature.

Willow: Maybe you need a better nature.

----------------------------------------

Buffy and Wesley walk into the library.

Wesley: I don't understand.

Buffy: Well, I don't think I can talk any slower, Wes. I want to leave.

Wesley: What? Now?

Buffy: No, not now. After I graduate, you know, college?

Wesley: But, you're a Slayer.

Buffy: Yeah, I'm also a person. You can't just define me by my Slayer-ness. That's ... something-ism.

Giles is listening from the door of his office.

Giles: Buffy, I know we've talked about you going away...

Buffy: I got into Northwestern.

Giles: That's wonderful news. Good for you.

Wesley: Alright, everyone. Monsters, demons, world in peril?

Buffy: I bet you they have all that stuff in Illinois.

Wesley: You cannot leave Sunnydale. By the power invested in me by the Council, I forbid it. (said while crossing his wrists over his heart - watcher authority hand signal?)

Buffy rolls her eyes and turns her back on Wesley.

Giles: Ah yes, that should settle it.

Wesley: (counting on fingers) Faith gone bad, and the Mayor's Ascension coming up, ...

Buffy: I know it's complicated. I'm aware that my graduation may be, among other things, posthumous, but... What if I stop the Ascension? What if I capture Faith?

Giles: I very much hope you will.

Buffy: If I do that, then all you guys have to do is keep the run of the mill unholy forces at bay through mid-terms and I'll be back in time for Homecoming, and every school break after that. Can we at least think about it?

Wesley: Perhaps if circumstances were different.

Buffy: I'll make them different.

Wesley: What?

Buffy: I'm tired of waiting for Mayor McSleaze to make his move while we sit on our hands counting down to Ascension Day. I mean, let's take the fight to him.

Wesley: No. No! Much too reckless. We're at a distinct disadvantage. We don't know anything about the Mayor's Ascension...

Giles: She's right. Time's running out. We need to take the offensive. (to Buffy) What's your plan?

Buffy: I gotta have a plan? Really? I can't just be proactive with pep?

Giles: No. You want to take the fight to them? I suggest the first step would be to find out exactly what they're up to.

Buffy: Oh. I actually knew that. I thought you meant a more specific plan, you know, like with maps and stuff. Great. We'll find out what they're up to.

----------------------------------------

Night, at the airport. A small plane taxies to a stop and a man leaves the plane carrying a box. A vampire waits by a limo with a briefcase.

Box man: Is he in the car?

Vampire: No, I'll take you to him. (opens the limo door)

Camera zooms in to show the box handcuffed to the man's right hand. The man kicks the limo door shut.

Box man: The Mayor was supposed to be here in person with the money. Well, the price just went up. I don't like surprises.

Impact sound. The head of an arrow appears through the front of his shirt - Faith has shot him through the back.

Faith: Surprise.

Faith climbs down from her hiding place and approaches the body.

Vampire: You killed him.

Faith: What are you, the narrator? Keys to the cuffs?

The vampire searches the man's clothing.

Vampire: Nothing.

Faith pulls out her flashy new knife.

Vampire: That won't cut through steel.

Faith: No, but it will cut through bone.

Fade to commercial.

-----------------------------------------------------------

Night. The limo pulls up in front of City Hall. Faith carries the box inside. Buffy is watching from the bushes.

Cut to inside the Mayor's office. Faith kicks in the door and carries the box inside.

Mayor: Hey ho! There it is! Hahahaha! Ah, what happened to the courier? I was supposed to pay him.

Faith: Hunh. Made him an offer he couldn't survive. (takes the money)

Mayor: (chuckles) You are one heck of a girl, you know that? I mean geez, the initiative, the - the skill.

Faith: Go on, go on. (sits down)

Mayor: I will. You know, I'll tell you, if Buffy ... (Faith props her feet on the desk. The Mayor frowns.) Hey hey hey hey. (Faith drops her feet.) If Buffy Summers walked in here and said she wanted to switch to our side, I'd say (snaps his fingers) no thanks, sister, I've got all the Slayer one man could ever need. (chuckles)

Faith sighs.

Mayor: What?

Faith: Nothing.

Mayor: Oh, it's cause I used the B-word, huh? Don't tell me you're still sore about that whole Angel-Buffy thing.

Faith: No, I'm over it. She can have him.

Mayor: Better believe she can. She deserves that poor excuse for a creature of the night. You, on the other hand, can do better.

Faith is fidgeting and begins toying with the clasp of the box. The Mayor slams his hands down on top of the box.

Mayor: Don't do that.

----------------------------------------

Night. The limo pulls to a stop in a parking lot. The vampire driver hears a noise and looks back through the rear window. Buffy smashes the driver's side window with her fist and pulls his upper body out of the window.

Buffy: (peppy) So, what's in the box?

Cut to the library. Buffy sits at the table looking at a book. Xander and Wesley look on.

Buffy: The Box of Gavrock. It houses some great demonic energy or something which His Honor needs to chow down on come A-Day.

Giles and Willow enter. Giles carries some large drawings.

Wesley: What's that?

Giles: Maps. And stuff.

Willow: Plans for City Hall. They were in the Water and Power mainframe.

Buffy: The box is being kept under guard in a conference room on the top floor. (points to a map sheet) There. Unfortunately, that's all I could get out of my informant before his aggressive tendencies forced me to introduce him to Mr. Pointy.

Wesley: Well, now, here's what I think we should do...

Buffy: I figure we can enter through the skylight. I'll take Angel with me.

Giles: Agreed.

Xander: And there's a fire ladder on the east side of the building, (points) here.

Wesley: Yes, yes, fine, but we still need to consider whether the Mayor...

Giles: It won't be enough to simply have possession of the box.

Willow: Right, we have to destroy it. Not just physically - ritually, with some down and dirty black magic.

Wesley: Hang on. We don't know what such a ritual would require.

Giles: (flipping through a book) I think the Breath of the Atropyx is standard for this sort of thing. Fairly simple recipe. Xander?

Wesley attempts to read over Giles's shoulder but Giles hands the book to Xander.

Xander: I know. I'm ingredient getting guy.

Wesley: Alright, stop! I demand everyone STOP this instant! (everyone looks at him) I'm in charge here and I say this is all moving much too fast. We need time to fully analyze the situation and devise a proper and strategic strategem.

Buffy: Wes, hop on the train or get off the tracks.

Wesley: The Mayor will most assuredly have supernatural safeguards protecting the box. (silence) Oh, we all forgot about that, did we?

Buffy: Looks like a job for Wiccan girl. What do you say, Will? Big time danger.

Willow: Hey, I eat danger for breakfast.

Xander: But oddly enough, she panics in the face of breakfast foods.

Buffy: Let's get to work.

The gang files past Wesley. Giles pushes a map into Wesley's hands. Wesley mopes for a moment, then turns to follow.

----------------------------------------

Daylight. Xander is walking along a street and pauses at the window of a shop. He sees Cordelia inside holding up a dress. He starts, stops, looks for a moment more. He goes inside.

Xander: I have a theory. Your snide remarks earlier? I'm guessing grapes a little on the sour side. Didn't get into any schools, did you? The grades were there, but ooh, if it weren't for that pesky interview. Ten minutes with you and the Admissions Department decided that they'd already reached their mean-spirited superficial princess quotas.

Cordelia: And once again, the gold medal in the Being Wrong event goes to Xander "I'm as stupid as I look" Harris. (takes envelopes from her purse) Read 'em and weep, creep. USC, Colorado State, Duke, and Columbia.

Xander: Wow! These are great colleges. I'm guessing they must have seen a different side of your father's money.

Cordelia: (snatches the letters away from him) Go away.

Xander: Sure! If you'll excuse me, I have to go back to helping to save some lives. Carry on. I know that you have some important accessorizing to do.

Xander leaves. Cordelia looks unhappy.

----------------------------------------

Night. A dark van stops in a parking lot. Wesley is driving, Giles rides shotgun. Buffy, Angel, and Willow get out.

Giles: Now remember, if anything should go awry, Wesley and I will create a diversion.

Wesley: Let's synchronize our watches. I have twenty-one four...

Buffy and Willow are holding up their bare wrists.

Wesley: Yes, typical.

Willow: Maybe we could just count. One one thousand, two one thousand, ...

Giles: Be careful, all of you.

The trio marches off. Giles turns to Wesley.

Giles: Tea?

Angel pulls down the fire ladder. Willow starts climbing.

----------------------------------------

In the library. Oz places a large ceramic pot on a pedestal. Xander enters carrying a paper bag.

Oz: You got the goods?

Xander: Yeah. (starts pulling plastic baggies out) Essence of toad, twice-blessed sage, maybe that's the toad?

Oz: Well, we better be sure. Destroying this box is supposed to be a pretty delicate operation.

Xander: Well, then, they shouldn't leave it in the hands of the lay people.

Oz: Oh, Willow laid it out for us pretty well. (shows him Willow's papers)

Xander: Wow! She even drew helpful diagrams. That's the pedestal.

Oz: And the ingredients. And us. See, there's you and there's me.

Xander: Well, how can you tell which is which? I mean, they both look kinda stick-figurey to me.

Oz: Well, this one's me. See the little guitar.

Xander: Oh, gotcha.

Oz: Nobody like my Willow.

Xander: No sir, there is not.

Oz moves to the pot and drops three gold pieces in.

Oz: Okay, toad me.

Xander throws him a plastic bag.

----------------------------------------

Night, on the roof of City Hall. The trio can see the box through the skylight. Angel opens the skylight. Buffy hands Willow a book and a bottle containing salt or sand. Willow reads a spell (in Latin?) while pouring the sand over the box. As the sand falls, a blue force field appears around the box, then suddenly disappears.

Willow: (big smile) Oh yeah, I'm bad.

Buffy: Four stars, Will. Now get going.

Willow: I'm gone.

Willow leaves by the fire ladder. Angel fits Buffy with a harness and sets up a pully system. He lowers her down over the box (like the Mission Impossible movie)

Buffy: Got it!

As she lifts the box off the table, an alarm bell rings. Angel is pulling on the cord, but Buffy doesn't move.

Buffy: Angel!

Angel: It's jammed.

Buffy: I'd like very much to come up now, please. Angel!

Angel: I know!

Two vampires enter the room with a growl.

Buffy: Don't suppose you want to help me get down. (they growl) Didn't think so.

Angel leaps down to the table. They fight. Buffy gets in a neat kick using a vertical spin in the trapeze harness, then gets out of it. Buffy and Angel escape the room with the vampire guards in pursuit. Cut to outside. Buffy and Angel run out of the building and dart right. As the vampires leave the building, the black van accelerates past the door and the vampires chase it. Buffy and Angel stand up and watch from their hiding place in the bushes, then run the other way.

----------------------------------------

In the wrecked conference room. The Mayor surveys the damage while the vampire guards stand with their heads down.

Mayor: Well, this is very unfortunate. I just had this conference room redecorated, for Pete's sake. At taxpayers' expense. And, oh yeah ... (the cheerful facade breaks and with a burst of rage, he smashes a chair) They've got my box.

Faith walks in, holding a knife to Willow's neck.

Faith: Yeah they do, but looky what we got.

Big smile from the Mayor.

Fade to commercial.

-----------------------------------------------------------

In the library. Scooby Gang minus Willow.

Buffy: How did you guys let ... How did this happen?

Giles: We thought she stayed with you.

Angel: They must have grabbed her when she hit the ground. Buffy, I'm sorry.

Buffy: Look, it's nobody's fault, okay. We just need to focus and deal. Oz, I swear I won't let them hurt her.

Xander: We go back. Full-on assault.

Giles: They'll kill her.

Wesley: We're assuming they haven't already.

Buffy: No. No, they know what she means to us. She's too valuable as long as we still have the box. We trade.

Wesley: We can't.

Buffy: No, it's the safest plan. (to Giles) It's the only way, right?

Giles: It might well be.

Buffy: Look, we call the Mayor and arrange a meeting.

Wesley: This box must be destroyed.

Xander: I need a volunteer to hit Wesley.

Wesley: Giles, you know I'm right about this.

Buffy: Wes, you want to duck and cover at this point?

Wesley: Damn it, you listen to me! This box is the key to the Mayor's Ascension. Thousands of lives depend on our getting rid of it. Now I want to help Willow as much as the rest of you, but we will find another way.

Buffy: There is no other way.

Wesley: You're the one who said take the fight to the Mayor. You were right. This is the town's best hope of survival. It's your chance to get out.

Buffy: You think I care about that? Are you made of human parts?

Giles: Alright! Let's deal with this rationally.

Buffy: Why are you taking his side?

The outbursts of Buffy, Giles, and Wesley clash for a moment, then Wesley's voice breaks out of the babble.

Wesley: You'd sacrifice thousands of lives? Your families, your friends?

Oz has been sitting through all this. He gets up and walks behind Wesley.

Wesley: It can all end right here. We have the means to destroy this box.

Oz picks up the pot for the box-destroying ritual and throws it into a display case, smashing both to shards. Everyone looks at each other.

Buffy: Giles, make the phone call.

----------------------------------------

In City Hall, in a musty storeroom. Willow is banging on a locked window, trying to open it. She gives up on the window and pulls out a desk drawer, making a lot of noise. A vampire guard enters the room.

Guard: What are you doing?

Willow: Oh, uh, I'm looking for a sucking candy, cause my mouth gets dry when I'm nervous, or held prisoner against my will.

The vampire slowly approaches her with a hungry look.

Willow: And suddenly I'm thinking sucking isn't a good word to use around vampires. Hey! Did you get permission to eat the hostage? I don't think so. You're going to be in some trouble when the Mayor ...Ow!

The vampire grabs her shoulders and presses her against a wall.

Guard: Just a little taste.

As he leans in for the bite, a pencil from the desk drawer floats up behind him and stabs him in the back. He crumbles to dust. Willow leaves the room and starts down a hallway. A door opens and she hears Faith and the Mayor. Willow quickly hides in another room and listens as they pass.

Faith: She's not gonna be brain-dead but she'd be to come back here tonight.

Mayor: Ever had a dog?

Faith: What?

Mayor: I did. Rusty. Irish setter. A dog's friendship is stronger than reason, stronger than it's own sense of self-preservation. Buffy's like a dog, and hey, before you can say Jack Robinson, you'll get to see me kill her like one.

Faith and the Mayor walk down the hall. Willow starts to run the other way, but stops at the open door to the Mayor's office. She enters, closes the door, and finds the Mayor's cupboard of skulls and magic stuff. She finds a hidden compartment containing the Books of Ascension, and begins skimming the pages.

Faith: Check out the bookworm. (standing in the office door)

Willow: Faith!

Faith: Anyone with brains, anyone who knew what was going to happen to her, would try to claw her way out of this place. But you, you just can't stop Nancy Drew-ing, can you? Guess now you know too much and that kinda just naturally leads to killing.

Willow: Faith, wait. I want to talk to you.

Faith: Oh yeah? Give me the speech again, please. Faith, we're still your friends. We can help you. It's not too late.

Willow: It's way too late. You know, it didn't have to be this way. But you made your choice. I know you had a tough life. I know that some people think you had a lot of bad breaks. Well, boo hoo! Poor you. You know, you had a lot more in your life than some people. I mean, you had friends in your life like Buffy. Now you have no one. You were a Slayer and now you're nothing. You're just a big selfish, worthless waste.

Faith punches Willow in the jaw and she falls to the ground.

Faith: You hurt me, I hurt you. I'm just a little more efficient.

Willow climbs back to her feet.

Willow: Aw, here I just thought you didn't have a come-back.

Faith: You're begging for some deep pain.

Willow: I'm not afraid of you.

Faith pulls out the fancy knife.

Faith: Let's see what we can do about that.

The Mayor is standing in the doorway.

Mayor: Girls, I hope I don't have to separate you two. Faith, you can play with your new toy later. Something's come up.

Faith keeps holding the knife to Willow's neck, staring into her eyes.

Mayor: Faith! You know I don't like repeating myself.

Faith: (to Willow) I got someone. I got him.

Mayor: I just received a heck of an interesting phone call.

----------------------------------------

Night. In the Sunnydale High cafeteria. The Scooby Gang waits for the Mayor. Giles holds a baseball bat. Oz tests a locked door.

Oz: The whole place is locked down, except for the front.

Xander: Yeah, it gives me that comforting trapped feeling.

Buffy: One way out means one way in. I want to see them coming.

The lights go out, leaving the room dimly lit by outside lights.

Xander: Guess they're shy.

Angel: I can see alright.

The two vampire guards push open the front doors, followed by the Mayor, then Faith holding Willow. The two groups stop and glare at each other. The Mayor and Buffy advance to within arm's reach.

Mayor: Well, this is exciting, isn't it? (chuckles) Clandestine meetings by dark of night. Exchange of prisoners. I just, I, I feel like we should all be wearing trench coats.

Buffy: Let her go.

Mayor: No. Not until the box is in my hands. So you're the little girl that's been causing me all this trouble. She's pretty, Angel. A little skinny. Still don't understand why it couldn't work out with you and my Faith. Guess you kind of just have strange taste in women.

Angel: Well, what can I say? I like them sane.

Willow makes a sound as Faith tightens her grip.

Oz: Angel.

Mayor: Well, I wish you kids the best, I really do. But if you don't mind a bit of fatherly advice, I, uh, I-I just don't see much of a future for you two. I don't sense a lasting relationship. And not just because I plan to kill you. You two have a bumpy road ahead.

Buffy: I don't think we need to talk about this.

Mayor: God, you kids, you know. You don't like to think about the future. You don't like to make plans. Unless you want Faith to gut your friend like a sea bass, show a little respect for your elders.

Angel: You're not my elder. I've got a lotta years on you.

Mayor: Yeah, and that's just one of the things you're going to have to deal with. You're immortal, she's not. It's not. I married my Edna May in ought-three and I was with her right until the end. Not a pretty picture. Wrinkled and senile and cursing me for my youth. Wasn't our happiest time. And let's not forget the fact that any moment of true happiness will turn you evil. I mean, come on. What kind of a life can you offer her? I don't see a lot of Sunday picnics in the offing. I see skulking in the shadows, hiding from the sun. She's a blossoming young girl and you want to keep her from the life she should have until it has passed her by. My God! I think that's a little selfish. Is that what you came back from Hell for? Is that your greater purpose? (he stares at Angel for a moment and then shakes his head in disgust) Make the trade.

Angel and Faith trade. Faith is holding the box in the center of the room.

Mayor: Well, that went smooth.

Snyder and two policemen enter the front door.

Snyder: Nobody moves!

The Mayor steps back into the shadows as Snyder advances. One policeman locks the doors behind him.

Snyder: I knew you kids were up to something.

Buffy: Snyder, get out of here.

Snyder: You're not giving orders, young lady. I suppose you're going to tell me I won't find drugs in this box.

Snyder takes the box from Faith and turns away. Faith pulls her knife.

Buffy: (to Faith) Wait!

Mayor: Principal Snyder.

Snyder turns at the Mayor's voice, then focuses on the drawn knife.

Mayor: I think we have a problem.

Snyder: Mr. Mayor, I had no idea you ... I'm terribly sorry.

Mayor: No, it's I who should apologize. Coming down here at night. What must you be thinking? But you see, I just needed to ...

Behind Snyder, one of the policemen is opening the box.

Mayor: No! Don't do that!

A spidery creature leaps out of the box onto the policeman's face. (much like the face-hugger in the Aliens movies) He starts screaming.

Fade to commercial.

-----------------------------------------------------------

The policeman attempts to pull the spider off his face, but cannot. He collapses to the floor and stops moving. The spider releases him and skitters away into the shadows. The whole thing happened so quickly, no one moved to interfere. The Scooby Gang starts shifting positions, looking for the creature.

Wesley: Oh god.

Xander: Where did it go?

Snyder: (to the remaining cop) Get that door open!

Giles: No! You can't let that thing out of here!

The policeman fumbles nervously with his keys and drops them.

Xander: I still want to know where it went.

Buffy: Listen.

They hear subtle noises on the ceiling: skittering feet, a low keening. Everyone looks up. The spider drops onto the Mayor's face and he falls backwards onto a table.

Faith: Boss!

Faith rushes to his aid. She pulls the spider off and flings it into a wall. It rights itself and skitters out of sight. Giles and Wesley climb up on chairs. While everyone is looking at the Mayor, a second spider creeps out of the box. The Mayor sits up with wounds on his face which rapidly fade away. Snyder stares in horror at the Mayor's face.

Mayor: Wouldn't leave that open.

Buffy slams the lid of the box shut just as a third creature is climbing out. Severed limbs clatter on the floor. As she is crouched at the box, one of the spiders drops on her back. She flips onto her back, crushing it against the floor. Faith sees the second spider climbing the wall behind Wesley and draws back her arm. Wesley sees her.

Wesley: No! Wesley ducks. Faith snaps the knife into the spider, killing it.

The Mayor strides over the box and picks it up.

Oz: Is that all of them?

Mayor: Ah, not really. You see, there's about fifty... billion of these happy little critters in here. Would you like to see?

The cop finally gets the front doors open. He and the two vampire guards race out of the room.

Mayor: Raise your hand if you're invulnerable. (no replies) Faith, let's go.

Faith stares at the impaled spider on the wall.

Mayor: Faith.

Faith stares a moment more, then follows him. Snyder is holding a chair at chest height, legs pointed outward. He turns as Faith walks by, keeping the chair between them.

Buffy: Snyder, you alive in there?

Snyder: You. All of you. Why couldn't you be dealing drugs like normal people?

Snyder walks out cautiously, still holding his chair like a security blanket.

Wesley: Well, that went swimmingly.

Buffy: We did alright. (Buffy and Willow share a look.)

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In the library. Buffy and Willow sit cross-legged on the counter. Willow is very animated. Giles and Wesley stand back.

Willow: So Faith was like I'm going to beat you up and I'm all "I'm not afraid of you" and then she had the knife which was less fun a-and then, oh! I-I told her you made your choice, Buffy was your friend...

Giles: This is fascinating, but let's get back to the point. You actually had your hands on the Books of Ascension?

Willow: Volumes One through Five.

Giles: Is there anything you can remember that could be of use to us? Anything at all?

Willow: Well, I was in a hurry, and what I did read was kind of over-involved. If you ask me, way over-written. Actually, there were a few pages that looked kind of interesting but I didn't have a chance to read them fully.

Giles looks disheartened. Willow pulls some folded pages out of a pocket.

Willow: See what you can make of them?

Giles smiles like a kid at Christmas and rushes off.

Buffy: This is your night for suave, Will. You should get captured more often.

Willow: No, thank you.

Wesley: Well, let's hope there is something useful in those pages. The Mayor has the Box of Gavrock. As of now, we are right back where we started. Wouldn't you say?

Buffy looks unhappy.

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Daylight on campus. Buffy is crouched, leaning back against a tree. Willow walks up.

Willow: Deep thoughts?

Buffy: Deep and meaningful.

Willow: As in?

Buffy: As in, I'm never getting out of here. I kept thinking if I stopped the Mayor or ... but I was kidding myself. I mean, there is always going to be something. I'm a Sunnydale girl, no other choice.

Willow: Must be tough. I mean, here I am, I can do anything I want. I can go to any college in the country, four or five in Europe if Iwant.

Buffy: Please tell me you're going somewhere with this?

Willow: No. (hands Buffy a letter) I'm not going anywhere.

Buffy: UC Sunnydale?

Willow: I will be matriculating with Class of 2003.

Buffy: Are you serious?

Willow: Say, isn't that where you're going?

Buffy hugs her and they tumble onto the ground.

Buffy: I can't believe it! Are you serious? Ah, wait, what am I saying? You can't.

Willow: What do you mean, I can't?

Buffy: I won't let you.

Willow: Of the two people here, which is the boss of me?

Buffy: There are better schools.

Willow: Sunnydale's not bad. A-And I can design my own curriculum.

Buffy: Okay, well, there are safer schools. There are safer prisons. I can't let you stay because of me.

Willow: Actually, this isn't about you. Although I'm fond, don't get me wrong, of you. The other night, you know, being captured and all, facing off with Faith. Things just, kind of, got clear. I mean, you've been fighting evil here for three years, and I've helped some, and now we're supposed to decide what we want to do with our lives. And I just realized that that's what I want to do. Fight evil, help people. I mean, I-I think it's worth doing. And I don't think you do it because you have to. It's a good fight, Buffy, and I want in.

Buffy: I kind of love you.

Willow: And, besides, I have a shot at being a bad ass Wiccan, and what better place to learn?

Buffy: I feel the need for more sugar than the human body can handle.

Willow: Mochas?

Buffy: Yes, please. It's weird. You look at something and you think you know exactly what you're seeing, and then you find out it's something else entirely.

Willow: Neat, huh?

Buffy: Sometimes it is.

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In the dress shop where Xander and Cordelia last fought. Cordelia is holding a dress in front of her, looking in a full-length mirror. A woman in a suit enters the room behind her.

Woman: Chase! What are you doing? Your break's been over for ten minutes. I still need you to re-stock the shelves and clean out the storage room. Let's go.

Cordelia looks at the dress for a few seconds more, then goes back to work.

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Night, in a graveyard. Buffy and Angel are holding hands, sitting on a blanket, leaning against a gravestone.

Buffy: It's gonna be fun. Will and I are going to go on Saturday to check out the campus. I'm hoping Mom will let me live there. It's too far to come home every night. Plus the whole lack of cool factor. Either way, I'll be close to your place. I don't know what the Mayor was talking about. How could he know anything about us?

Angel: Well, he's evil.

Buffy: Big time. He doesn't even know what a lasting relationship is.

Angel: No.

Buffy: Probably the only lasting relationship he's ever had is with evil.

Angel: Yeah.

Buffy: Big, stupid, evil guy. We'll be okay.

Angel: We will.

Buffy leans her head against Angel's chest, looking not very okay.

BLACK OUT