~~~~~~~~~~~~ Prologue ~~~~~~~~~~~~

Fade in on a close up of Willow. She has her eyes closed and is

chanting calmly.

Willow: I implore you, Neisa, blessed goddess of chance and fortune,

heed my call. Send to me the heart I desire.

The camera is pulling back slowly and we see she is holding five

cards.

Xander: You know, magic at the poker table qualifies as cheating.

We're in Xander's basement. Willow is sitting on Xander's folded-up

sofa bed and Anya and Xander are sitting on large bean bags around the

coffee table. They have sodas and bowls of potato chips and pretzels

to snack on.

Willow: That wasn't magic. I was praying. Two please.

He deals her two cards.

Anya: Five

Xander: Ahn, I keep telling you: four's the max and only if you have

an ace.

Anya: Okay, four.

Xander: Let's see the ace.

Anya: (sighs) Three. (gives up the cards) What a stupid game. All

these rules just to win little plastic disks.

Xander: Chips. They're called chips. They represent money. Since

none of us has any money it represents money. But that's gonna change

once my merchandise hits the street.

He looks at them invitingly. Willow takes the cue.

Willow: (munching on a pretzel) Hmm! Wha'cha got in the boxes, drugs?

(then sternly) It's not drugs, is it, Xander?

Xander: Not drugs.

He gets up and goes to the work bench and grabs one of the boxes.

Xander: You are looking at the new local distributor for Boost Bars.

'The natural food bar that provides a nutritional energy boost for

active, health-conscience people.' (sits) Want one?

Willow: No. Thanks. Those things usually taste . . kind of

tasteless. And then leave a bad after-tastelessness.

Xander: (taking out a bar) Well, don't let the healthy scare you.

Check out these ingredients. (pointing at label) See? Loaded with

fatty goodness.

Anya: Come on, somebody bet already. I got three 'K' cards.

Willow and Xander look at her then exchange a glance. They fold their

cards. Anya smiles happily and begins sliding the pot of chips to her

already large pile. Xander starts to gather the cards up to shuffle.

Xander: Wish the Buff could've made it. This three-hand poker is not

quite the game.

Willow: Guess she's out with Riley. You know how it is with a

spanking new boyfriend.

Anya: (offhandedly while stacking her chips) Yes, we've enjoyed

spanking.

Reacting in shock, the cards explode from Xander's hands. Gaping,

he's about to say something to Anya, but doesn't seem able to talk.

Xander: Well. . .(coughs) The thing is . . . I think Riley is

. . . okay, in an oafish kind of way. But . . . am I the only one

with a big floating question mark over his head about this Initiative

thing?

Willow: Well, they do seem to fall into the 'good guy' camp. I mean

they are anti-demon. (sees Anya's evil eye expression) Probably pro

ex-demon.

Anya: Maybe. I choose to feel threatened.

Xander: (gathering cards again) And why not? There's still heaps we

don't know about these commandos. What exactly are they up to?

Let's go see! Cut to somewhere in the woods. Night time. We see a

few of the Initiative commandos prowling through the trees and bushes

in low crouches. They're all wearing their dark ski masks and armed

with taser rifles. The lead commando silently motions them forward

and three of them disappear into a tall stretch of bushes.

Cut to long shot and we start to hear fighting and a second later one

of the commandos comes flying out of the bushes landing at least ten

yards away. Closer shot: Buffy jumps out of the bushes and there's

already two more commandos down and out on the ground around her. A

fourth and fifth commando charge her from either side.

Buffy greets the fourth commando with quick alternating front kicks

that the commando blocks but the impact sends him off balance. Buffy

spins into a roundhouse kick into the face of the fifth commando as he

comes up behind her. He recovers quickly and swings a punch that she

ducks and sends him down with a right hook. Then she turns to the

fourth commando who's up again. She fakes him with a high backhand

that he blocks, then brings that fist down to hammerpunch him in the

groin, making him hunch around his pain. But her attention is already

on the fifth commando and she blocks a mid-level uppercut, catching it

and has him in an armlock. She sends a back kick into the fourth

commando's chest sending him to the ground.

Buffy swings her captured commando around just as the lead commando

pops out of some bushes with his taser rifle and fires. The blast

hits the helpless commando and he spasms as rings of electricity

course through his body. Buffy lets him drop to the ground and

readies herself as the lead commando charges her. They are about to

fight when--

Walsh: (OS) Lights!

The brights of a humvee parked up on a gradual hill illuminates the

area and Buffy and the lead commando turn to see Professor Maggie

Walsh, in a dark wool coat, hurrying down to them. She walks past the

lead commando, who his pulling off his mask and we see it's Riley

Finn. Walsh stands in front of Buffy and regards her with a stoic

expression.

Walsh: It took the patrol team 42 minutes to track you and you

neutralized them in 28 seconds.

Buffy: (glances at Riley behind Walsh) I was just lucky.

Walsh: I see. (Riley starts to smile) Well . . . still. Very

impressive.

Walsh turns and Riley quickly wipes the smile off his face. She heads

back to the humvee. Buffy watches her leave as Riley steps up to her.

Buffy: I was just being modest with the whole 'lucky' thing. You got

that, right?

Again, Riley has a 'shine a flashlight on his teeth and blind

yourself' smile on his face as he looks down at her.

Riley: I got it.

The rest of the commandos are getting to their feet and taking their

masks off. Graham Miller passes Buffy on her right.

Graham: Awesome, Buffy.

Forrest Gates walks past her on her left, without saying a word,

looking a little pissed. He has a hand on his back and stops for a

moment to look over his shoulder.

Forrest: Pfft! (he continues on)

Riley: (still smiling) See? You're a hit. Everybody loves you.

He puts an arm around her shoulders and they follow the others. Cut

to Walsh standing beside the humvee, looking on. She doesn't look

happy.

Wolf's howl. Buffy theme and opening credits roll.

~~~~~~~~~~ Part One ~~~~~~~~~~~

Fade in on exterior of UC Sunnydale. Daytime. Cut to Rocket Cafe.

Panning shot to Willow and Buffy sitting at a table across from each

other drinking coffee (probably mochachinos). Buffy sounds excited as

she tells Willow about last night. For her part, Willow has a happy

'listen even though she really doesn't want to hear this' look on her

face.

Buffy: So then Professor Walsh said that I was just as amazing as

Riley had said. And later, he told me that she couldn't stop talking

about this move I made where I used one of the commandos as a shield

to block a taser blast. It was like twelve-thousand volts. It took

the guy almost two hours to recover. (takes a sip of her coffee)

Willow: (politely) Huh.

Buffy: Hmm. How was your night?

Willow: Like a normal person's. Light on the action-pack. Hope

tonight's not too much of a let-down for you. Excitementwise. (a

pause) You do remember about tonight, right?

Buffy: Bronze. The gang. Are you kidding? I wouldn't be anywhere

else. I miss you guys. We haven't been able to spend that much time

together lately.

Willow: You've been busy. Fighting armies and stuff. Not to mention

other distractions from a romantic-- (sees that Buffy's no longer

paying attention)

Buffy: Riley just walked in.

Willow looks over her shoulder and we see Riley at the lunch counter

perusing the fruit bowl.

Willow: Do ya want to let him know you're here?

Buffy: No. Just enjoying a good stare. (eyes still on Riley) Tell me

about your night.

Willow: Well, spent most of it at Xander's teaching Anya to play

poker.

Buffy: (still Riley-eyed) That sounds like fun.

Willow: Yeah. Except the Anya part and the poker part.

Buffy: Will, I think you better get used to-- a Twinkie!? (quick shot

of Riley going to pay for his junk food) That's his lunch? Oh, he is

*so* gonna be punished.

Willow: (pouty) Everyone's getting spanked but me.

Buffy: What?

Willow: Uh, nothing.

Willow smiles but it doesn't reach her eyes.

Cut to a cemetery. Daytime. All is quiet. Cut to interior of

spacious mausoleum. The door opens and Rupert Giles steps inside.

Laying on top of a stone sarcophagus, Spike raises his head at the

sound. He throws off the ratty blanket that was covering him.

Spike: Hey! Wipe your feet when you enter a person's home.

Giles: (closing the door) Oh, yes. Careless of me. Tracking mud all

over your, uh . . . mud.

Spike is walking towards him.

Spike: (looking around) I admit, it's a bit of a fixer-upper. Needs a

woman's touch. (looks at Giles) Care to have a crack at it?

Giles: While I'd loved to go on trading jabs with you, Spike, perhaps

I'll come to the point. As much as it pains me to say it, um, I owe

you a debt of gratitude for the help you provided me in my recent

. . . metamorphosis.

Spike: (rubbing a crick out of his neck) Stuff the gratitude. You owe

me more than that, mate.

Giles pulls out a small bundle of dollar bills and offers it to him.

Giles: Three-hundred. Count it if you'd (Spike snatches it out of his

hand). . . like.

Spike: I'll do that.

While Spike starts counting the money, Giles looks the place over.

Giles: Um, thinking about your affliction and, uh, your newfound

discovery that you can fight only demons; it occurs to me that

(chuckling) I realize this is completely against your nature but

I-I-I-- Has it occurred to you that there may be a higher purpose--

Spike: Ugh! You made me lose count. (faces him) What are you still

doing here?

Giles: Talking to myself, apparently.

Spike: Well piss off, then. (indicates the money in his hands) This

bit of business wraps up any I got with you and your Slayerettes.

From here on I want nothing to do with the lot of you.

Giles: Your choosing to remain in Sunnydale might make that a little

difficult.

Spike: Well you and yours will just have to show a little restraint is

all. Get out.

Giles doesn't say anything and heads for the door.

Spike: (following) And I don't want you crawling back here knocking on

my door pleading for help the second Teen Witch's magic goes all wonky

or little Xander cuts a new tooth. We're through. You got it?

Giles opens the door and Spike flinches away from the brightness. He

looks over his shoulder at the vampire and his eye twitches. His

feelings might be a little hurt.

Spike: (callously) Honeymoon is over.

Giles leaves without a word.

Cut to close up shot of Buffy. She looking up into Riley's eyes.

They are in very intimate proximity to each other.

Riley: (softly) You don't have to do this.

Buffy: I know.

Riley: I mean, if you'd rather wait . . .

Buffy: (meaningfully) I'm ready. I want to.

Riley smiles down at her. The camera pulls back as they turn and step

in front of a floor-to-ceiling mirror in the wall. We see they are in

the center hallway in Lowell House. Riley opens a tiny hidden panel

beside the mirror and pushes a button. Buffy just stands there as a

horizontal green line comes from the mirror and slides down over her

body.

Female computer voice: New retinal scan recorded. Summers. Buffy.

The mirror slides to one side to reveal the very white interior of an

elevator. Riley steps inside first.

Cut to close-up shot of a black and white surveillance monitor

displaying a picture from inside the elevator as we see Buffy follow

Riley in.

Cut back to Buffy and Riley. Buffy turns and watches the elevator

door close again. Cut to Initiative headquarters. The elevator door

opens and Riley is holding Buffy's hand as he leads her out onto a

catwalk overlooking the main chamber.

Buffy: (eyes wide) My God.

Slow panning shot of the jumbo hangar size complex. In the middle of

the floor is a lower section where men and women in surgical scrubs

and white lab coats or performing tests and operations on several

types of demons, strapped to strange looking tables and chairs.

Buffy: You said it was big. You told me, but you never said it was

*huuuge*!

Riley: (offhanded) I don't like to brag.

Buffy looks at him and a grin breaks his face.

Buffy: (looking down again) I had no idea. This is incredible. But

not that I thought it was some fly-by-night operation. (turns to him,

excited) Unless it is! I mean, can you guys fly? At night. With

those jet-pack things, do you have those?

Riley: (playing coy) I can't really talk about it.

Buffy: This is unreal.

They look into each other's eyes and Riley leans down, about to kiss

her . . .

Walsh: So, you like our little operation?

They turn to see Walsh standing behind them on the catwalk.

Buffy: Yeah. Yes. It's very . . . clean.

Walsh approaches and hands her a small plastic clip-on badge.

Walsh: Your visitor's pass. (takes a few papers from her clipboard)

And I've assembled some reading material to bring you up to speed.

Buffy clips the pass to her leather jacket and takes the papers Walsh

offers her.

Buffy: (frowns) Oh. And I thought I was never gonna get homework from

you again.

Walsh: You can't take that home. That's classified material. Highly

sensitive. When you're through reading those pages you'll have to eat

them.

Buffy just stares at her, speechless. She looks up at Riley.

Riley: (grinning) She's joking.

Walsh: Don't worry, it doesn't happen very often. Shall we?

Buffy exchanges another glance with Riley and they follow.

Moments later, they've made their way down the metal staircase and

Walsh is leading them towards the open center of the complex. They

stop at the metal railing and look down.

Walsh: Much of our hands-on research with the SHT's is performed here.

We call this 'The Pit.'

Buffy sees a pair of green squid-faced demons laying on two tables,

while scrub-clad techs work on them.

Buffy: And what do you call those?

Riley: Tough. It took eight of us to bring those two down.

Walsh: They'll be under our control soon enough. (calling down) Doctor

Angleman!

Cut to a man in a white lab coat talking with another person. He

looks up to acknowledge Walsh then returns to his conversation.

Walsh: (to Buffy) Head of our science team. He's a leader in the

field of xenomorphic behavior modification.

Buffy: Behavior modification?

Walsh: We've made significant advances in reconditioning the

sub-terrestrials. Bringing them to a point where they no longer pose

a threat.

Buffy: (to herself) So I've seen.

Then she sees Walsh and Riley's expressions as they look at her.

Buffy: . . . on the Discovery Channel. With gorillas and sharks.

They-they made them all nice. You haven't seen it?

They don't say anything but Walsh doesn't look convinced. Buffy turns

her attention away and points across the complex.

Buffy: What's over there?

She starts to walk casually in that direction and Riley and Walsh

follow. Seconds later, Walsh is in the lead again as they approach an

area closed off by a chain-link fence. Inside are large caches of

guns and equipment of all types. There is one commando on duty

inside.

Walsh: The armory. You'll have to be cleared for use on each of these

weapons.

But by this point Buffy must have felt like she was back in class for

her attention has already wandered and she steps up to a table behind

Walsh and Riley. She sees a small looking device laying in an open

case. As she lifts it up, the image on the monitor behind her also

moves and we see a close-up of Buffy's eye as she holds the device

close to her face.

Walsh: (while this is happening) The more advance arsenal can be

complicated, but I'm certain, in time, you'll pick that up. (looks

over her shoulder and sees what Buffy's doing) Don't pick that up.

Walsh walks to her and quickly takes it from her.

Buffy: What is it?

Walsh: About twenty-thousand dollars.

Riley: It's a prototype for a com-cam. (points to the monitor behind

her) Communications camera. Soon to be standard issue. Gives us a

direct comlink to Control when we're out in the field.

Walsh: Also monitors the heart rate of the wearer. A valuable tool

for research in stress in combat condition. If you'll follow me, I'll

show you the SHT containment area.

Walsh walks off and Buffy looks to Riley mouthing 'sorry.' Riley

shakes his head with a smile, telling her not to worry as they follow.

Some time later, the tour is coming to an end. Walsh stops to face

Buffy.

Walsh: We have a few more things to give you.

Buffy: (pointing) What's in there?

Quick shot of the metal security door we saw in the last episode. A

lab coat scientist uses a ID card to open the door and disappears

inside.

Walsh: Research area. Very restricted for security reasons. Here is

your security card and your pager.

She accepts the items from Walsh and studies the pager.

Buffy: Been thinking about getting one of these.

Walsh: We're the only ones with the number and it stays that way.

Buffy: Right.

Walsh: Lose either one of them and there's hell to pay and down here

we mean that literally. (offers her hand and she actually smiles as

she shakes Buffy's hand) Again, welcome to the team.

Cut to student lounge. Willow and Tara are sitting on sofa chairs

leaning on the arm rests. Tara is holding a clear purple-pink crystal

in the palms of her hands.

Willow: This is so cool. Wow. I've been trying to find the dolls-eye

crystal my entire life. Well, since June, anyway. Where'd you get

it?

Tara: It-it was my grandma's, I think. I found it a long time ago in

my attic. (hesitantly) I-I want you to have it.

Willow: Oh, no, Tara. Th-that's really sweet. I can't. It's like a

family heirloom. I-I just wouldn't feel comfortable.

Tara looks a little hurt and she puts the crystal away. Willow see

this.

Willow: But i-if you wanted to try out some spells with it some time,

I wouldn't say no.

Tara: (eager) Maybe tonight. I mean, if you're not doing something

you could . . come over and we could do something. (smiles)

Willow: (uncomfortable) Tonight . . . That sounds really nice. But

tonight I, uh, already have plans with people. Other.

Tara: (hurt again) Oh. Um, that's okay. Another . . time.

Willow: Absolutely. It's just tonight, it-it's kind of a specific

crowd. You might feel out of place.

Tara is silent for a moment.

Tara: I better get to class.

She grabs her books and stands up. Willow stands up with her.

Willow: Well, um, I'll see ya later. Okay?

Tara just nods and walks off.

Cut to Initiative headquarters. Walsh walks up to the metal security

door and zips her security card through the keypad. The door unlocks

and she steps inside. She continues down the corridor to another door

and punches in a code and slides the cards again. She enters and as

the door closes we see the number 314 on it.

Cut to interior of the lab room. Walsh closes the door behind her.

Dr. Angleman, who just got through washing his hands at a sink, turns

to face her as he dries them.

Angleman: How did the tour go?

Walsh: I'm not sure. She's unpredictable.

She walks across the room. Her attention is on something we cannot

see.

Angleman: She's an unnecessary risk.

Walsh: Possibly. How's our baby doing today?

Angleman: Adjusting nicely. Reflexes, motor-functions. All off the

charts.

Walsh: That's what I like to hear. (to whatever she's looking at)

Almost time to wake up, Adam.

Cut to the lab table. We see a young man laying under a blanket, only

his chest and head visible. But he doesn't look like a normal man.

His brown hair is neatly trimmed, the most normal feature, while more

than half of his face is covered in dark green skin, the rest of his

face a human pale. There is also metal plating on the green left side

of his face, from jaw to temple. Most of his chest is also green as

well as is his right shoulder, but we can also see patches of other

different types of skin. Wherever skins meet there is a line of

sutured or welded-on scars like a grotesque demonic jigsaw. There

seems to be numerous IV lines and monitoring connections disappearing

under the blanket.

Walsh: (soft voice) And take your first look at the world. I know

you're gonna make me proud.

~~~~~~~~~~ Part Two ~~~~~~~~~~

Cut to the Bronze that night. Music is playing ('Trashed' by Lavish)

and people, mostly young, are socializing. Camera pans over to where

Willow and Anya are sitting at a table. Willow is lifting her sleeve

to check her watch, probably not for the first time. Xander is

walking to them while unwrapping a Boost Bar and taking a bite.

Anya: (indignantly) Xander. You haven't been paying any attention to

me, tonight. Just peddling those process food breaks. I don't know

why.

Xander: (around mouthful) Well, let me put it in a way you'll

understand. Sell bars. Make money. Take Anya nice places. Buy

pretty things.

Anya: (considers) That does make sense. All right, I support you. Go

sell more.

Xander: Oh, well this was the only one I had on me. Besides, it's

getting late. Maybe we should go.

Willow: Go? You can't go. Buffy hasn't gotten here yet.

Xander: Let's face it, Will. She's over an hour late. She's probably

out living the life of Riley. I don't think she's coming.

Willow: She is! (unconvincingly) She said she was looking forward to

spending quality time with just us. (brightens) See? Here she comes.

Shot of Buffy walking into the Bronze followed by Riley, Graham,

Forrest, and two other guys. ('Keep Myself Awake' by Black Lab starts

to play)

Willow: (crestfallen) . . .with Riley . . . and some other guys.

Buffy and the young men reach their table.

Buffy: Hi, all. Sorry about the late-itude.

Xander: Late? Really? Huh. Hadn't noticed.

Riley: Hope you don't mind us tagging along.

Willow: (forced smile) No. No, of course not. The more the

. . . more.

Riley: This is Graham. This is Forrest. That's Kevin. And that's

Jay in the back.

Graham: How you doing.

Riley: We're gonna go grab some drinks. Anybody want anything?

Buffy: Coke, please.

Willow: I'm good.

Xander: No.

They look to Anya with the offer.

Anya: (frowns) We're going away. To dance. Over there.

She stands up and takes Xander's arm.

Xander: (being dragged away) We are?

Riley and the guys head over to the bar and Buffy sits on Anya's stool

across from Willow.

Buffy: Anya seems a bit on edge.

Willow: She's a little angsty around commando-types. Ex-demon issues.

Buffy: Oh. (points to the guys) You know, I didn't think that you

would mind. Riley and the guys were throwing a little impromptu

celebration in my honor and made it, like, impossible to not invite

them.

Willow: Oh. That's neat about the celebrating. I just thought this

was supposed to be, you know, just us. Just the scooby corps., you

know. I mean, I could have invited somebody else if I knew it was an

open free-for-all.

Buffy: I'm sorry. I had no idea. My *total* bad. (grins) So, who did

you want to invite?

Willow: What?

Buffy: You said you wanted to invite someone.

Willow: (nervously) No. Not-- no one. I meant a hypothetical someone

which is to say no one. What are we celebrating?

Buffy: (lowers voice, but excited) I'm in. The Initiative. Professor

Walsh gave me the grand tour and we're talking Grand as in Canyon!

You'd never believe the size of it.

Willow: That's really . . . again I say 'neat.' So, what do you mean

exactly? You've joined them?

Buffy: No. N-not exactly. It just means that when I patrol I'll have

a heavily armed team backing me up. (smiles) Plus, boyfriend going to

work with me: big extra perk.

Willow: Buffy, do you really think this is a good idea? I mean, don't

you think you're rushing things a little?

Buffy: (frowns) I thought you liked Riley?

Willow: Not with Riley. With the Initiative. I mean, there's a bunch

of stuff about them we still don't know.

Buffy: I know that. (then) Like what?

Willow: Well, what's their ultimate agenda? I mean, okay, yeah,

they-they neuter vampires and demons. But then what? Are they gonna

reintegrate them into society? Get them jobs as bagboys at Wal-Mart?

Buffy: (in serious thought) Does Wal-Mart have bagboys?

Willow: Plus, don't forget that '314' thing that Ethan told Giles

about.

Buffy: Well, a man that worships chaos and tries to kill you, is a man

you can trust.

Willow: Well, bad info or not, I just think there's certain questions

you should ask before you go off and enlist.

A pager goes off and Buffy reaches into her bag to pull it out. Two

seconds later five more beepers go off at the bar and Riley checks his

pager.

Riley: That's us. Let's go.

Willow: When did you get a pager? What's going--?

Riley steps up to the table and Buffy stands up.

Riley: That's our cue. Mother wants us.

Buffy: (turns to Willow) Will . . .

Willow: I know. Talk later.

She doesn't look happy as she watches Buffy leave with Riley and the

others.

Buffy: So what's the big emergency?

Cut to Briefing area at Initiative HQ. There is an overhead projector

displaying the image of an ugly demon on a large white screen. Riley

is standing to one side of the screen as Professor Walsh walks in

front of the group of commandos seated in rows before her. Among them

near the back, Buffy sticks out like a . . . well, like a girl in a

sea of broad-shouldered military green. That, and she's also the only

one seated with a plunging neckline.

Walsh: This is your objective. Sub-T: 67119. Demon class: Polgara

species. Though visual confirmation has not yet been made, we're

confident of the target's approximate position as it leaves behind a

distinct protein marker. Dr. Angleman will brief you on its defenses.

She takes a seat to the side as Dr. Angleman steps up next to the

projector and overlays a second transparent page over the first. This

adds long sharp looking protrusions from the demon's arms.

Angleman: When threatened . . . bone skewers jut from the creature's

forearms during battle. It's imperative when ensnaring it not to

damage its arms. That's all you really need to know.

Amidst the commandos Buffy raises her hand.

Buffy: Question.

Dr. Angleman doesn't seem sure how to respond, unaccustomed by this.

He glances at Walsh who stands up again.

Walsh: Buffy?

Buffy: Why exactly can't we damage this polka thing's arms? I, uh,

not that I want to, it's just in my experience when fighting for your

life body parts get damaged and-- better its bits than mine. (glances

at the guys around her) Or . . . ours.

Angleman: We wish to study the physiology of every subterrestrial's

natural defenses. It's part of the research we do here. (before he

can continue--) Uh-- Yes?

We see that Buffy had her hand raised again.

Buffy: What do they want?

Angleman: Want?

Buffy: Why are they here? Sacrifices, treasure, or they just get

rampagy? (she is starting to get looks from the commandos) I find it's

easier to predict their responses if I know--

Angleman: They're not sentient. Just destructive, I believe.

Walsh: They do have keen eyesight, however. You might want to be

suited up for this.

Buffy: Oh. (glancing at the military green around her) You mean the

cammo and stuff? I thought about it but, I mean, it's gonna look all

'Private Benjamin.'

This gets chuckles from some of the commandos.

Buffy: Don't worry I've patrolled in this halter many times.

This gets even more chuckles and Riley has to bow his head and clench

his jaw to keep from laughing his ass off.

Walsh: Why don't we give our attention to Dr. Angleman (Buffy raises

hand) and save all questions until the end.

Angleman: Actually, I'm finished.

Walsh: Oh. Uh, well, Agent Finn, deploy the teams.

All business, Riley walks out in front of the group.

Riley: Okay, listen up. We'll be going in a four squad set-up. Team

Leaders: Gates, Taggart, and Stavros. Alpha Team, you're with me.

Walsh: Report for TLs for assignment and weapons requisitions.

Reminder: this is a zap-n-trap, people. Capture not a kill. Any

questions? (sees a raised hand) (sighing) Buffy.

Cut to the front of a closed door. It opens and it's Tara's room.

She is surprised to see the person who is standing in the hallway.

Tara: Willow?

Willow: (sheepishly) A funny thing happened with my prior social

engagement. Pretty much ended when a friend of mine went off to do

something with another crowd she hangs out with. Irony is kind of

ironic that way. (hopefully) Anyway, I know it's late, but I-I thought

maybe-- I mean, if you still wanted to . . . do something?

Tara just smiles and opens the door wider to let her inside. She

closes the door.

Cut to a wooded area. Alpha team is on patrol. Buffy is with them.

She is walking beside Riley, three other commandos behind them. She's

wearing a jacket over her halter top and looks a little glum with her

hands shoved in the pockets.

Buffy: So I guess she hates me now.

Riley: (distracted) What?

Buffy: Professor Walsh. Questions. An Initiative faux pas, yes?

Riley: It's . . . a little unusual. She's just not used to it. Maybe

because you barely ever opened your mouth in her classroom. But I

know she likes you. In fact, she liked you before I did.

Buffy: (hopeful) Really?

Riley: Told me so herself.

Buffy: Maybe I should get her a present or something--

Riley: (stops) Buffy. Can we talk about this later? There's a

dangerous hostile out here and . . . since I don't have your reflexes,

I kinda need to focus.

Buffy: Right. Right.

They start walking again. After a moment she looks at him.

Buffy: What do you mean she liked me before you did?

Riley: (oops) Uh. . . .

Buffy: You didn't like me?

As Riley tries to take his boot out of his mouth we--

See what Beta Team is up to. They're stationed within a cluster of

bushes. Graham is scanning the area with night vision goggles and

Forrest is standing beside him. Forrest seems to be in a mood of his

own.

Forrest: (grumbling) It just isn't right.

Graham: He made you team leader, didn't he?

Forrest: That's not the point. I've always been Riley's second in

command. Instead he picks a girl.

Graham: His girl.

Forrest: Whatever! Three guesses on what that boy is thinking with.

Graham: Maybe he just wanted to give you a chance to get out from

under his shadow?

Forrest: Hey! I'm not under anybody's shadow.

Graham: It was a joke, man. Don't get your panties in a bunch. I'm

just saying-- (sees something through the goggles) Hang on. Got

something.

Forrest: Target?

Graham: Negative.

Graham passes the goggles to Forrest. Night vision POV: shot of Spike

strolling along carrying a sack of groceries.

Forrest: Hel-lo, Hostile 17.

Graham: (to commandos behind him) You two: standard flanking. Go.

The two appointed commandos hurry off to their mission. Cut to front

shot of Spike walking. Behind him one of the commandos rush out of

the trees carrying a heavy net. He's about to throw the net on Spike

when the vampire suddenly spins around and catches it in his fist. He

swings the commando around and slams him into a nearby tree. The

second commando charges and aims his taser rifle at him. Spike throws

his grocery bag in the guy's face and he falls to the ground. Spike

flinches back at the pain the Initiative implant causes him. He turns

and flees into the woods.

Cut to Graham. He has a scoped rifle shouldered and is calmly

tracking Spike in his sights. He pulls the trigger and Spike stumbles

as he's hit in the shoulder. Growling, he continues to run.

Forrest: (to Graham) Alert Control and Alpha Team. We've tagged

Hostile 17 with a tracer and we're in pursuit.

We return to Buffy and Alpha team who are now stationed in a clearing.

Panning shot of the three commandos as a cell phone beeps. Buffy is

standing beside Riley who is scanning the area with night vision

goggles. One of the commandos steps up to him with the cell phone.

Commando: Sir. Graham's on the talkie for you. Reception's not too

good.

Riley: (into phone) This is Alpha Team, go ahead.

We hear Graham's garbled voice but can't make out any of the words.

Riley moves further out into the clearing trying to get a better

reception.

Riley: Say again, Beta Team. You're breaking up.

He doesn't see the Polgara demon burst out of the trees behind him,

but Buffy does.

Buffy: Riley!

Riley only has time to see the demon before it shoves him hard to the

ground. Buffy rushes forward, as the Polgara steps over Riley to

finish him off, and snaps a round kick to its face making it stagger.

She steps over Riley spinning into a roundhouse kick across the

creature's face and the scene goes into slow-mo.

Cue funky tech-noir erotic music (it's actually "Window to Your Soul"

by Delirium) as Riley stands up beside Buffy. He pulls out an asp and

there is an echoing snap as he extends it with a flick of his wrist

and the audio (except for the music) fades completely. Both ready to

kick ass, they charge the demon together.

**Cut to some time later that night: in Riley's room at Lowell House.

He and Buffy rush into frame from either side and start kissing

passionately. Riley is wearing normal civvie clothes again and Buffy

no longer has her jacket on. Skip a few frames and Riley has his head

buried in her shoulder, kissing her neck as they rub their hands up

and down each other's backs.

Cut back to now. Riley is hitting the demon in the arm with the asp,

making it stumble, then hits it again in the back of the head.

**In Riley's room. Close up of his hands undoing the knot on the

spaghetti straps of Buffy's halter crisscrossing her back. When it's

loose he caresses his hand over her bare skin.

Now. Riley's just succeeded in pissing the Polgara off and it knocks

him aside with the swing of its powerful arm. Buffy steps in again

with another roundkick to its face and follows through with a hard

right-left combination.

**Close up of Riley kneeling in front of Buffy, pulling off her

knee-high leather boot.

The Polgara is backhanding a commando, flipping him to the ground.

Riley, behind it, jabs the asp into the demon's spine.

**Buffy is pulling Riley's white T-shirt over his head. Her halter is

hanging loosely.

Riley swings the asp again but the Polgara blocks it and punches him

hard across the face. Buffy delivers a back-kick into the creature's

chest as Riley falls to the ground.

**Buffy is trailing a line of kisses down the front of Riley's body,

starting at his chest.

Buffy slams another right-left punching combo into the Polgara's face.

It raises its arm and its bone skewer extends from under its forearm.

She ducks as it takes a swing at her head. Riley is getting to his

knees. Buffy blocks another strike and knees the demon in the

midsection.

**Riley is behind Buffy slowly sliding the halter off her shoulders.

Buffy side steps the Polgara as it tries to stab her and gets behind

it. The demon turns to face her again.

**Buffy is kissing Riley over her shoulder as he caresses her cheek

with his hand. More missing frames and Buffy is suddenly sucking one

of his fingers as he kisses her shoulder.

Buffy ducks under another of the Polgara's swings. Riley picks up a

fallen taser gun and takes aim, but Buffy is too close to the creature

for a clear shot.

**We see Buffy lay back on Riley's bed and he slowly lowers himself

down on top of her. A couple of missing frames and they're kissing.

She's caressing his chest.

Buffy slams a two-legged drop kick into the Polgara's chest and drops

to the ground as it staggers back. Riley shouts 'now' and he and

another commando unleash their tasers. The demon is blasted by the

bursts of electricity and the other two commandos are readying a heavy

net behind it.

**Buffy is now on top and lowers herself down on Riley. More deep

kissing, his arms around her.

They have the Polgara in the net and it's struggling while Buffy gets

to her feet. The audio returns and slow-mo ends as she snaps a front

kick into its face, knocking the creature out. The commandos wrap

things up and Buffy takes a few steps back, breathing heavy. Riley

stands beside her. They face each other.

Buffy: So . . . what do you want to do now?

Before he says anything--

We go back to Riley's room which becomes *now* and Riley is on top

again as they continue to make love. The music is replaced by a more

sinister theme as we cut to a black and white ceiling-shot of Riley's

room. The camera pulls back and we see we're looking into a

surveillance monitor. There is a label on top of the monitor that has

'FINN' written on it. As the shot continues to pull back we see two

more monitors to either side of it with similar shots of, currently,

empty rooms. One is labeled 'GATES' the other 'MILLER.' A control

panel becomes visible under the row of monitors. There are two reels

of tape spinning, obviously in 'record' mode, and there is someone

sitting in front of the control panel.

Cut to closing shot of Professor Walsh. Her face is free of any

telling expression but her right eye twitches once as she watches.

~~~~~~~~~ Part Three ~~~~~~~~~~~

Fade in on Giles' apartment. Next morning. We can see Giles in the

kitchen, through the opening above his bar, pouring some tea.

Giles: (over his shoulder) I don't know how many more ways I can say

'I'm not interested.'

We see Xander and Anya are sitting on the couch in the living room

area. There are several Boost Bar boxes on the coffee table.

Xander: W-- try one! Check these flavors. Cherry-berry. Maple

walnut. Ooo, almond licorice.

Anya: Ew.

Giles leaves the kitchen and stands next to the coffee table.

Xander: Anya, we don't say 'ew' in front of potential customers.

Anya: Just skip this part and tell him you want money to buy me pretty

things. He'll understand.

Giles: (sighing) Very well. Hmm, maple walnut.

Xander: An excellent choice.

He takes one out of a box and hands it to Giles. Giles tears the

aluminum off the end and takes a bite. He quickly stops chewing and

there is a disgusted look on his face.

Giles: (menacingly) Please leave my home now.

He drops the Boost Bar on the coffee table like it's a handkerchief

with a nasty booger on it and searches for something to spit in.

Trying to save the sale, Xander grabs another bar from a different

box.

Xander: It's the, uh, the gritty texture, isn't it? Maybe you're more

a cherry-berry fellow.

There is a pounding on the door. Desperate sounding. Giles, still

suffering from Boost crap in his mouth, heads for the door. Before he

reaches it, it bursts open and Spike runs inside. He is holding a

tarp over his head, protection from the sunlight.

Spike: Close the door!

Xander: Spike? You may want to give up these morning jogs.

Spike: Soldiers boys are out in force. I've been trying to keep them

off my scent. Run them in circles. But they keep coming.

Giles takes a quick inspection of his door but he is still able to

close it. Spike drops the tarp in relief.

Giles: And . . . how is this our concern? Seeing as how you've

expressed the desire to have nothing more to do with us.

Xander: Spike said that?

Giles: Mm-hmm.

Xander: (to Spike with feeling) . . . That hurts.

Spike: (exasperated) All right. What do you want me to say? I need

help. (points at Giles) And no cheek from you.

Giles makes a show of zipping his lips shut.

Spike: (shrugs his coat off his shoulder) Look! The buggers shot me.

In the back.

Giles in unmoved and leans against his desk.

Giles: Remind me. Why should I help you?

Spike: (scoff) Because you do that. You're the goody-good guys.

You're the bloody freaking cavalry.

Giles: No, you can come up with a better answer than that. Why should

*I* help *you*?

Spike: (thinks) Ooh! Because I helped you! When you turned into that

Fyarl demon, I helped you, didn't I? (smug)

Giles: And that was out of the, um, evilness of your heart?

Spike: (grinning) Oh, hell no. I made you pay me-- (stops grinning

and looks at Giles' stoic, but hard, expression) You right

bastard. (he digs out the money from his coat pocket and slams it into

Giles' palm) That's all that's left. I spent the rest on blood and

smokes, which I'll never see again. (sees Xander and Anya still

sitting) Ah, come on! Circle the wagons. Tend to the wounded here.

No time for layabouts.

Cut to Riley's room. Buffy is in his bed looking comfortable (her

sleep-mussed hair just working for me!). She wakes up and her eyes

take in her surroundings. Worried, she suddenly rolls over and finds

Riley lying next to her, already awake, looking at her.

Riley: (smiling) Hey. What's the matter? Weren't expecting to see

me?

Buffy: (relaxing again) I never know what to expect.

They're secure enough with their morning breaths and start kissing in

a lazy manner. An electronic chirping sound fills the room.

Buffy: (laughing) Your robot bird sounds hungry.

Riley: It's just a reminder to take my vitamins.

He rolls over and grabs a medicine bottle on his nightstand as the

chirping ends.

Buffy: (teasing) You're kidding.

He downs the pills with a glass of water and returns to his original

position. Tucking the sheet around her chest, Buffy sit up against

the headboard.

Riley: Sorry.

Buffy: (starts to play with his short bangs with her fingers) Quite

the regimental soldier.

Riley: I am how they trained me.

Buffy: They? Who they?

Riley: You know, the government. Plucked me out of special op

training for this.

Buffy: What did they tell you it was for?

Riley: They didn't. In the military you learn to follow orders. Not

ask questions.

Buffy: I don't understand. Aren't you curious about all the science

and research stuff they're doing?

Riley: Hm. I know all I need to know. We're doing good here.

Protecting the public. Removing the subterrestrial threat. It's work

worth doing.

They're silent for a moment. Buffy becomes serious.

Buffy: What's 314?

Riley seems surprised by the question but before he can say anything,

his phone rings.

Riley: (answers it) Riley.

Walsh: (VO) We have a situation. You're needed.

Riley: On my way.

He hangs up.

Buffy: What is it?

Riley: Don't know. (gets up)

Buffy: You're really not one for asking questions, are you?

Riley: (smiles) I'll leave that to you.

Cut to Initiative headquarters. Riley, in commando attire, is walking

across the floor when he glances at the metal security door and stops.

He walks over and peers through the small wired-glass window. Down

the corridor he can see the door marked 314.

Walsh: Lose your way, agent?

Turns to face Walsh, standing behind him.

Riley: No ma'am.

Walsh: I've instructed Beta Team to suspend pursuit of Hostile 17

until your arrival. I didn't want any slip-ups, that's why I'm

putting you in charge. (hands him a piece of paper) You'll rendezvous

with them at these coordinates.

He acknowledges with a nod and starts to walk off.

Walsh: Riley. (he faces her) Make me proud.

Riley: Yes, ma'am.

He continues on and Walsh watches him leave.

Cut to lab behind door 314. Dr. Angleman is in surgical scrubs and

has just finished using an electric bone-saw on something we can't

see.

Walsh: (OS) I think we've got a situation.

Angleman looks up from his work and as he pulls his mask down we see

his latexed fingers are bloodied.

Angleman: The Slayer?

Walsh: (begins to pace) She's becoming a liability.

Angleman: We knew that was a danger. Does she know about the project?

Walsh: She knows it exists. She already holds too much influence over

Riley --over Agent Finn.

Angleman: We move to the contingency scenario?

Walsh: Right away.

Angleman is now using scissor clamps on the something we still can't

see.

Angleman: That's too bad. She could have been a powerful ally.

Walsh: I know.

Angleman: And Finn will take it hard.

Walsh: That's why sooner is better.

We finally see what Angleman was working on as he lifts the left arm,

severed at the shoulder, of the Polgara demon lying on the table. He

moves away from the table with it and we can see Adam on a another

table several feet away.

Walsh: (to herself) It's better.

Cut to Giles' apartment. Spike is sitting backwards in a chair, his

bare chest against the backrest. Giles is standing behind him,

wearing latex gloves, exploring the wound with a pair of long

tweezers. Xander and Anya are on either side of him shining

flashlights on the wound.

Spike: Oww! Watch it. That hurts.

Giles: It doesn't appear to be a bullet. It's too deeply embedded to

be a tranquilizer dart.

Spike: (grumble) Also not tranquil.

Giles: Some sort of . . . illumination emanating from it. It's

blinking.

Spike: I don't care if it's playing 'Rockin' the Casbah' on the bloody

Jew's harp, (human growling) just get it out of me!

Giles: Anya, there's a bottle of Cognac in the cabinet next to the

sink. Can you get it for me?

Spike: (as she leaves) What? You're gonna get snockered now?

Giles: It's not for me, you prat. If I'm gonna operate on you then I

need you in anesthetized. It's going to take some time. (picks up a

scalpel)

Xander: We don't have any. That blinking thing. My pseudo-soldier

memory bank tells me that's a tracer.

Giles: A what?

Spike: A what?

Xander: It's like a homing beacon. And if commando guys are reading

the signal, they're coming home.

Anya returns with the bottle and offers it to Spike. He grabs it and

takes a healthy swig.

Giles: Well, we need to buy some time. It's in deep and I'm no

surgeon.

Cut to Buffy and Willow's dorm room, in Stevenson Hall. Buffy walks

inside and closes the door behind her. The room is empty and she sees

that Willow's bed is just as undisturbed as her own. She goes to her

desk to put down her bag and takes off her jacket. She's no longer

wearing the infamous halter top (no, you gutterfaces, she's not

topless) she's wearing a dark long-sleeve blouse. The door opens

behind her and Willow walks in.

Willow: Oh, hi.

Buffy: Hey. (indicating the bed) Out all night, huh?

Willow: You, too.

Buffy: Yeah.

They're silent for a moment and Willow is fidgeting with something in

her hand. It's the dolls-eye crystal she had refused from Tara

yesterday. (Hmm . . .) She walks to her side of the room and sets it

on top of her dresser.

Buffy: Sorry about bailing on you guys at the Bronze.

Willow: That's okay. I . . . (glances at the crystal, then to Buffy)

Don't worry about it.

Buffy: (smiles) Okay.

Buffy's pager goes off and she retrieves it from her bag.

Willow: Wow, they really keep you hopping, don't they?

Buffy: (clipping it to the waistband of her blue jeans) Yeah. I gotta

go. I'll see ya?

Willow watches her leave. Then the phone rings and she crosses the

room to answer it.

Willow: Hello?

Cut to Giles. He's using his new cordless phone (*A New Man).

Giles: Willow. You're there at last. We have a problem. Where's

Buffy?

Willow: (cut to) Just left. (sarcastic) Beeped away by her new buds.

You want me to go after her?

Giles: (cut to) Uh, no, no. It's your help I need, actually.

Willow: (cut to) Really? What do you want me to do?

Cut to Initiative headquarters. Buffy is walking with Walsh.

Walsh: It's a small job. Reconnaissance. Probably a waste of a

Slayer's abilities, but my boys are on assignment so I--

Buffy: No. It's okay. I'm up for some action.

Walsh: I doubt you'll get any on this one.

They reach a table and Walsh points to a map.

Walsh: We have a reading of a class three subterrestrial moving

through the sewer tunnels just on the edge of town.

Buffy: Class three?

Walsh: It's a low-level threat. Minimal aggression. Meager defenses.

Commando: Professor Walsh. (walks up and hands her a taser rifle)

Walsh: They barely show up on the scanner and occasionally turn out to

be raccoons. (hands the weapon to Buffy)

Buffy: (examining it) Wow. You're not crazy about raccoons, huh?

Walsh: We always take precautions. (picks up the com-cam from the

table) All we need you to do is get a visual on this thing. This will

feed me back an image and I can advise you from there. I don't want

to put you in any unnecessary danger. (hands it to Buffy)

Buffy: Oh. That's okay. Danger's my birthright.

Not used to such a weapon, Buffy carelessly lets the barrel point

towards Walsh, who casually diverts the weapon away with her hand.

Buffy: Sorry. Um, Professor Walsh. There's, uh-- There's still some

stuff about all this that I'm not clear on.

Walsh: (a beat) Well, when you get back we can have a talk.

Buffy: Good. Okay. When I get back. (turns to leave then stops) Am I

supposed to salute you?

Walsh: No.

Buffy: Okay.

Buffy walks off and Walsh glances down at the table. Then she looks

over her shoulder to watch Buffy leave.

Back at Giles' apartment. Panning shot from the Cognac bottle,

hanging loosely in Spike's hand, we see he has a barely conscious

expression on his face. He's now laying across the cleared surface of

Giles' desk. Xander, and Anya are still in normal positions as Giles

continues to work on the wound and Willow is now there standing to one

side. She is reading from her 'Witchcraft' spellbook in one arm and

is holding the dolls-eye crystal in her other palm.

Willow: (chanting spell) Tropo, strato, meso, aero, iono, exo . . .

Xander: (to Giles) So how is this supposed to work again?

Giles: If she succeeds her spell will ionize the atmosphere around us

thereby disrupting the tracer's signal. (from Xander's 'duuuh?'

expression) Buys us time.

Willow: (chanting) Elements are brought to bear. Wind, earth, and

water churn amidst the fire. Let the air be burned.

They all jump as the spell takes effect and there is a shot of every

lightbulb in the apartment exploding.

Willow: (OS) Did it work? Is the atmosphere ionized?

Shot of our gang. How to describe their hair? Okay, their hair is

doing the Don King, Yahoo Serious, finger-in-an-open-light-socket,

electrocuted (pick the metaphor that works for you) thing. Or another

way: they decided to raid Angel's supply of mousse and used it all at

once. But we can't see Spike's hair in this shot. They glance at one

another and static electricity can be heard doing the 'snap, crackle,

pop' in their hair.

Giles: (deadpan) I'd venture yes.

Cut to wooded area. Riley has joined up with Beta Team and Forrest is

on point with the tracer receiver beeping in his hand.

Riley: What do you mean, the signal's whacked?

Forrest: I mean the blips a blob. Some kind of interference messing

with the tracer.

Riley: Try to lock it down. We headed in the right general direction?

They stop as Forrest tries to get a bearing.

Forrest: (sighs) I think so. It's gonna put us in populated areas.

Riley: Okay, then. We change into civvies and then move out. Maybe

something will turn up.

They continue on.

We cut to Buffy in the sewers. We see her emerging from a tunnel and

she steps inside a larger chamber. She's armed with the taser rifle

and is wearing the com-cam hooked over her left ear. She hears a

snarling sound coming from deep in the chamber.

Buffy: (into mic) Professor Walsh, are you getting this? Possible

SHT? Make it a definite.

She sees a green squid-faced demon step out, wearing ragged robes and

carrying a long battle ax. A second demon steps out with it, also

armed with a battle ax.

Buffy: And he's brought along a friend. They seem--

Buffy suddenly flashbacks to her tour at the Initiative and remembers

seeing these two demons being worked on in 'the Pit.' Buffy aims the

taser rifle at them and pulls the trigger. The weapon short-circuits

with a burst of sparks and Buffy drops it from the shock. She turns

to flee the way she came but a barred gate is dropping in place,

blocking her escape into the tunnel.

Buffy looks at the approaching demons and has a 'Oh, f*** me!'

expression on her face.

~~~~~~~~~~ Part Four ~~~~~~~~~~~

Back where we left Buffy. She is standing on a three-foot raised

section as she watches the demons approach. On the ground level, the

taser rifle is still short-circuiting, shooting sparks. The demons

charge and she hops down, hitting them with alternating front kicks.

The second demon is quicker to recover and swings the ax down at her

head. She side steps and kicks it in the back of the knee, throwing

it off balance, and sends a back kick into the first demon. The

second demon gets up again smashing the ax handle into her chin,

turning her around. The first demon is swinging its ax at her and she

catches the handle with her hands. As they struggling with it, the

second demon slams the handle of its ax into the small of her back.

The first demon uses this to wrest free its weapon from Buffy's hold

and she falls to the ground in a shoulder roll.

As she stands back up to face the demons, we cut to a black and white

shot of the com-cam's POV. On the monitor we see the rhythm of her

heart beat and that her BPM is 145. We can see her hands are raised

in a fighting stance and the picture starts to jerk wildly as she

dodges the demons' attacks. We can hear her sounds of exertion and

the growls of the creatures.

Cut to Walsh, standing in front of Control's operations panel,

watching the monitors. She calmly takes a sip from her coffee mug as

the fight continues.

Com-cam POV. Buffy's hands grab the handle of one of the demon's ax

and wrestles with it. The other demon attacks and swings its ax down

towards the screen. The picture suddenly drops to the ground showing

a close up of the sewer floor. The BPM drops from 145 . . . 109

. . . 73 . . . 37 . . . 1 . . . -?- in less than a second and the

heart rhythm flatlines with the a steady monotonous EEEEEEEE. . . . .

Walsh glances around but she is the only person who knows what's

happened. She calmly takes another sip from her mug.

Cut back to Beta Team. They are in civvies and walking down the

sidewalk of a residential street.

Riley: Talk to me, Forrest.

Forrest: Signal's somewhere in this neighborhood. Estimate within a

two-block radius.

In Giles' apartment. Giles is digging into Spike's wound with the

tweezers while Anya holds the flashlight for him. She, Xander, and

Willow or nervously munching on Boost Bars. Oh, and their hair is

more or less back to normal.

Willow: It feels, and looks, like the ionizing spell is wearing off.

Xander: Giles?

Giles: I've got it. I've got it!

He holds up the tweezers and we see a two-inch dart with a blinking

red light on the blunt end.

Back to Beta Team. They're getting closer.

Riley: Okay, we want to keep the hostile contained, so no one is to

make a move without my--

Forrest: (stops) Wait. Signal's cleared up. (points across the

street) There.

Riley: Let's go!

They take off across the street.

Giles' apartment. He hands Xander the tweezers

Giles: Um, go!

With the tracer in one hand, Boost Bar in the other, Xander dashes

down the hallway and skids around the corner.

Forrest suddenly stops.

Riley: What?

Forrest: It's on the move.

Riley: Heading?

Forrest: Straight at us. Forty meters and closing. Moving fast.

Graham: In broad daylight?

Riley: Look alive people. Weapons at the ready.

They unsling their backpacks and slip a hand inside.

Forrest: Twenty-five meters . . . twenty . . . fifteen.

Riley: Where?

Forrest: To the left. Ten meters . . . five!

Riley: Anyone?

Graham: I got nothing.

Forrest: This doesn't make sense. It went right past us.

They're all looking around. Riley notices a drain gutter.

Riley: (disgusted) Flushed. The tracers been flushed.

Cut to the sewers. Close up shot of the com-cam lying on the dirty

sewer floor, without Buffy's head. We can hear Buffy and the demons

still fighting.

Returning to the handicap match already in progress . . .

They have Buffy surrounded and the first demon charges but she

deflects the ax and shoves the creature into the second the demon,

pinning it against the wall. She steps forward with an inward

crescent kick to knock the ax aside and slams a right fist into its

gut. Not missing a beat, she's already following through with a hard

left hook, as the first demon bends forward giving her a clear shot at

the second demon's face. She raises a knee into the first demon's

face, making him stand straight again, and then spins into a jumping

back kick, slamming them both against the wall again.

Stunned, the first demon falls on its face, but the second demon

charges Buffy. She's able to grab the handle of its ax as it drives

her back into the opposite wall. She wrestles with it as the first

demon gets back to its feet and starts to swing its ax directly at

Buffy. In the last instant, she twists the second demon around in

front of her, who takes the blade in the stomach.

As it falls to the ground dead, the first demon takes another swing at

Buffy who ducks away. The demon quickly follows through into another

swing and she catches the handle again. She diverts the blade away

from her and takes a quick punch at the creature's face. It's stunned

and she rips the ax from its grip and the weapon flies away from them.

But Buffy is off balance as she backs away. The demon takes advantage

by punching her hard in the face, sending her to floor.

The demon goes after its weapon, stepping into a drainage canal where

the ax is laying. Buffy raises her head a notices the still-sparking

taser rifle just a couple of feet from her. As the demon bends down

to pick up its weapon, she sees it's standing in water. Getting to

her knees, she snatches up the taser and tosses it at the demon's

feet. It hits the water and electricity dances over the creature as

it spasms wildly, growling in pain. The chamber is lit up and Buffy

just watches until it finally falls in the water dead.

As Buffy catches her breath we--

Return to Initiative headquarters. Riley walks up behind Walsh who is

still standing in front of the Control operations panel. At the sound

of his voice she turns to face him. She looks shakened.

Riley: Regret to report Hostile 17 is still at large. I left Beta

Team to comb the area but the tracer's--

Walsh: (interrupting) Riley, something's happened. I-I don't know

what to say. It-it-it's about Buffy.

Riley: Buffy?

She takes a few steps away from the monitors, com-cam POV still on the

sewer floor, and Riley stands in front of her.

Walsh: Two of our hostiles broke free and escaped into the tunnels.

She . . .went after them on her own. (meets his eyes) She's dead,

Riley.

Riley: (shocked) . . . . What?! (this transcript does not do justice

to the amount of pain he puts into that one word)

Walsh: I did everything I could to stop her. I told her to wait for a

back-up team, she kept insisting she didn't need any team. She could

handle it by herself. I-I'm so, so sorry.

Riley's obviously struggling not to break down as he hears this.

Riley: I don't understand.

Behind Walsh, the com-cam image on the monitors suddenly start to

move.

Walsh: I know what she meant to you.

Riley: How could this happen?

Walsh: She was a very, very special girl.

The com-cam image is still and Buffy steps into the picture and kneels

in front of it. Her expression is pissed to the tenth power.

Walsh: I didn't understand at first. But she had something. I don't

know . . . maybe I could have stopped her.

Riley sees Buffy's face in the monitors.

Walsh: It's hard not to blame myself.

Buffy: (steely voice) Professor Walsh. That simple little recon you

sent me on . . . wasn't a raccoon. (Walsh slowly faces the monitors)

Turns out it was me trapped in the sewers with a faulty weapon and two

of your pet demons. If you think that's enough to kill me, you really

don't know what a Slayer is.

Walsh is speechless.

Buffy: Trust me when I say you're gonna find out.

Buffy stands up and walks off camera. The image suddenly pitches to

the floor and there is a crunch as all the screens turn snowy with

static.

Walsh slowly turns to face Riley again. He's looking down at her

doing a pretty good tenth power pissed expression himself.

Walsh: Riley . . .

Without a word he starts walking away.

Walsh: Agent Finn. I order you to stop!

He doesn't.

Walsh: Agent Finn!

He's gone.

Walsh: RILEY!

Cut to Giles' apartment. He's removing the latex gloves. Spike is

sitting on the edge of the desk, putting his black T-shirt back on,

careful of his wounded shoulder.

Giles: It will be dark soon. I think it will be wise for you to leave

Sunnydale.

Spike: I'm not going anywhere. Not until those bastards undo whatever

they did to me. Put me back the way I was.

Xander: (sarcastic) Sure. Just explain to the nice scientist guys

that you really miss killing and torturing innocent people.

Spike: Do you think that would work?

Giles: (removing his glasses) Spike-- lord knows why I'm telling you

this-- it's for your own good. As long as the Initiative is in

operation it's not safe for you here.

Cut to Buffy who has just walked in.

Buffy: No.

Everyone turns to face her. They see the grave expression on her

face.

Buffy: It's not safe for any of us.

And on that cheery note we--

Cut to what's behind door number 314. The lab is dimly lit. Walsh is

approaching the table where Adam is still sleeping. He --it-- no

longer has a sheet covering him and we can see more of his mismatched

demon body. He's wearing commando pants and boots. There is a

strange metal/electronic plate on his chest where the heart would be.

Walsh is speaking in a soft, menacingly halting, but strangely

affectionate (did I mention creepy?) tone.

Walsh: (looking down at him) So. All right. Fine. If she wants a

fight, we'll give her one. Won't we, Adam? I've worked too long.

Too long . . . to let some little bitch threaten this project.

Threaten me. (she paces to the end of the table and puts a hand on

Adam's boot) She has no idea who she's dealing with. Once she's gone,

Riley will come around. He'll understand.

She turns toward the second table which is empty. The surgical

bone-saw is lying on it. She slowly picks it up to put it away.

Walsh: It's for the greater good. He'll see that. And if he doesn't

. . . Well, first things first. Remove the complication and when she

least expects it--AHH!

A long sharp spear suddenly bursts from her chest. Shocked, she looks

down at it, then looks over her shoulder. She sees Adam is awake and

standing behind her.

Walsh: (fading) Adam?

Walsh falls and she slides off the spear. Adam raises his new Polgara

left arm and we see the blood on the bone skewer. He's looking down

at Walsh's body.

ADAM: Mommy.