Giles: Previously on Buffy the Vampire Slayer...

Oz and Willow in bed.

Willow trying to kiss Oz but he pulls away.

Willow: Oz... don't you love me?

Oz walking forward and kissing her.

Oz voiceover: The wolf is inside me... all the time.

Oz walking away from the house, getting into his van.

Oz voiceover: Until I figure out what that means, I shouldn't be around

you. Or anybody.

The van driving away.

Shot of Adam's face. Shot of Adam killing Prof. Walsh.

Buffy: The Initiative created this thing and they can't stop it, but we will.

Spike trying to bite Willow but flinching back in pain.

Riley voiceover: The implant works. Hostile 17 can't hurt any living

creature in any way.

Spike in the Bronze: I get this chip out, you and me are gonna have a

confrontation.

Shot of Willow and Tara holding hands and moving the soda machine.

Shot of Willow and Tara holding hands and lifting a rose.

Willow: I just like having something that's ... mine.

Tara: I am, you know. Yours.

Episode begins:

(Willow and Tara walking across campus.)

TARA: Do you like cats?

WILLOW: I'm more of a dog person myself. But I'm not like, "death to all

cats." Why?

TARA: Cause I was thinking of getting one.

WILLOW: Can you have one in the dorms?

TARA: No, but this would be a sneaky cat.

WILLOW: That would be cool. You mean it'd be sort of like a familiar?

TARA: Actually, I-I was thinking it would be sort of like a pet. You know,

we could ... we could name her Trixie, or Miss Kitty Fantastico, or something.

WILLOW: And we could make kitty go bonkers with string and catnip and stuff?

TARA: Absolutely.

WILLOW: Fun! I'm in.

TARA: So, you're not allergic or anything.

WILLOW: Nope.

TARA: Good, cause ... I want my room to be Willow-friendly.

WILLOW: Me too.

(They hold hands and keep walking.)

TARA: So I'm excited about the Scooby meeting ... I think. What's it about?

WILLOW: I'm not sure. Probably just your garden-variety disaster.

BUFFY VOICE-OVER: Zippo.

(Cut to Giles' apartment)

BUFFY: Patrol's been totally uneventful. My kill count's way down.

(We see the gang. Buffy sitting on Giles' desk. Riley standing in living

room. Anya (on Xander's lap), Xander, Willow, and Tara on stools against

the kitchen counter. Giles in kitchen.)

WILLOW: (to Tara) She means there's been less bad-guy activity.

GILES: Well, we know what that often indicates.

XANDER: Buffy doesn't make her quota. (Shakes finger at Buffy) Bad slayer!

GILES: Well, I wish it were that innocuous, but with Adam around, I feel

he's involved somehow.

(Giles is holding a bag of snacks. He pours snacks into a bowl.)

WILLOW: (to Tara) When things get slow, it's usually because there's some

extra evil brewing.

(Tara nods)

RILEY: Except the weird thing is, we've been busy at the Initiative. Our

squads are pulling a lot more captures. We got demons coming out our ears.

WILLOW: (to Tara) That's a metaphor.

TARA: (smiling) I got it, thanks.

WILLOW: I'm overhelping, aren't I?

(Tara laughs)

GILES: (coming out of kitchen with bowl) So the activity's shifted but not

stopped. (Hands bowl to Willow, but she doesn't take it) That's

fascinating. (Sits at desk and puts bowl down)

ANYA: To an extremely bored person, maybe.

(Giles looks annoyed)

ANYA: Well, that was a thrilling hour.

(Everyone starts to get up.)

GILES: (rising) You know, I really don't appreciate your snide remarks, Anya.

(Anya and Xander look at him in surprise)

GILES: Now, I have a great deal of experience in these matters...

(We hear the door open. Buffy and Riley look toward it. Giles keeps talking)

GILES: ...and if I say there is a matter of some import brewing, I-I-

(Giles notices everyone looking behind him. He turns.)

Shot of Tara looking confused.

Shot of Willow looking shocked.

Shot of Oz in the doorway, hands in jacket pockets.

OZ: Hey.

Opening credits.

Guest starring Amber Benson, Leonard Roberts, Bailey Chase, Robert Patrick

Benedict, Conor O'Farrell, George Hertzberg, Emma Caulfield as Anya, and

Seth Green as Oz.

Written by Marti Noxon, directed by James A. Contner.

WILLOW: Oz.

(Oz looks around, uncomfortable.)

TARA: (understanding) Oz.

(Willow looks at Tara, looks back at Oz.)

(Shot of Buffy looking at Willow, concerned.)

WILLOW: When, when did you get back?

OZ: Pretty much now.

(Xander looks at everyone, steps forward.)

XANDER: Oz, man. Hate to sound grandma, but... you don't call, you don't write.

OZ: Yeah, sorry.

(They shake hands.)

BUFFY: So are you here here, or are you just passing through?

GILES: Well, um, let's not, uh, bombard the poor chap with, uh, questions

right off. Can I get you something, um, tea? (Takes off glasses, moves

toward kitchen)

OZ: I'll pass, thanks.

(Riley looks confused. Oz walks forward to Willow.)

OZ: Look, I'm going to Devon's to see if he's got a place I can crash.

But... I was hoping that we could talk. Later. Tonight.

WILLOW: I guess so.

OZ: I'll come by your place?

WILLOW: Okay.

(Oz smiles.)

OZ: It's great to see you guys again. Really.

(Oz leaves.)

(Willow still looks shocked.)

ANYA: Everyone's uncomfortable now.

(Buffy goes to Willow and touches her arm.)

BUFFY: You okay?

WILLOW: I-

TARA: I just, um - I realized, um, I'm-I'm late for study group.

WILLOW: Tara, wait.

TARA: No, no, it's okay. You-you should be with your friends, and, and I-I

should go.

(She leaves.)

WILLOW: Wait...

(Everyone looks at Willow, who is upset.)

Fade to graveyard.

RILEY: So, um, I was missing something this afternoon, wasn't I?

(Riley and Buffy walk through graveyard. He wears his battle fatigues.

Buffy wears a long leather coat and a white cap. Riley carries a bag.)

RILEY: I mean, breakups are tough, but when Oz walked in, it seemed like

emotions were running extra high.

BUFFY: Oz and Willow had a rough breakup.

(Riley nods.)

DEMON: Grr.

RILEY: Hold that thought.

(Buffy ducks and Riley punches the demon over her head. Then he lifts Buffy

by the waist and she kicks the demon. It spins away, punches. Buffy ducks.

Riley punches. Buffy kicks. Riley grabs the demon and hurls it over a

gravestone. It falls unconscious.)

RILEY: Man, that was record time.

BUFFY: (pouting) It's no fun when they're that easy.

RILEY: (grinning) Speak for yourself. (Takes out radio) Base, this is Agent

Finn. We've an HST down. Please send a retrieval team to sector 72.

RADIO: [unintelligible], Finn. We'll get there as soon as we can.

(Riley puts radio away and picks up his bag. They walk on.)

BUFFY: So, I was just about to say something fascinating.

RILEY: Oz and Willow.

BUFFY: Right. They had a rough breakup. Some stuff came up, and Oz pretty

much bailed overnight. It left Will really devastated.

RILEY: I remember.

BUFFY: The thing is before that, they were doing great. I mean, she was

totally dealing with Oz being a werewolf, it wasn't even-

RILEY: Whoa, wait.

(They stop walking.)

RILEY: Oz is a werewolf, and Willow was dating him?!

BUFFY: Yes. Hence the high emotions.

RILEY: You're kidding me. Gotta say I'm surprised. I didn't think Willow

was that kind of girl.

BUFFY: What kind of girl?

RILEY: Into dangerous guys. She seems smarter than that.

BUFFY: Oz is not dangerous. Something happened to him that wasn't his

fault. God, I never knew you were such a bigot. (Starts to walk away)

RILEY: (stopping her) Whoa, hey, how did we get to bigot? I'm just saying

it's a little weird to date someone who tries to eat you once a month.

BUFFY: Yeah, well love isn't logical, Riley. It's not like you can be

Mister Joe Sensible about it all the time.

(Riley rolls his eyes.)

BUFFY: God knows I haven't been.

RILEY: I'm not talking about you.

BUFFY: How about we don't talk about this at all? Okay? Let's just patrol.

(She walks off looking angry. Riley is confused. He follows her.)

(Willow opens her dorm room door. Oz is leaning against the doorframe.)

OZ: Hey.

WILLOW: (nervous) Hey.

(Oz smiles.)

WILLOW: So... you wanna come inside?

OZ: Actually, I want you to come outside. I wanna show you something.

(They walk across campus. It's dark. They're both wearing jackets. Willow

stops walking.)

WILLOW: Oz... (He stops walking too) This is all so weird.

(Oz sighs, fidgets with something on his hand)

WILLOW: I-I-I feel like... this isn't really happening. Like it's a dream

or, or something.

OZ: It's real. Look up.

WILLOW: What?

OZ: (smiling) Look at the sky.

(Willow looks up. The moon is full.)

OZ: I guess you stopped keeping track of 'em after I left.

WILLOW: Full moon. (Looks at Oz, back up at moon)

OZ: Full moon.

WILLOW: Full moon, but-but how? I mean (smiling) you did it! How, how did

you do it? Where did you go?

OZ: It's a long story.

WILLOW: (looks up again, then down, smiling) Oh my god, Oz!

(She hugs him. He holds her and closes his eyes. Willow pulls back. Not

smiling any more.)

WILLOW: This is... I mean, it's wonderful for you.

OZ: I talked to Xander, and he said you didn't have a new guy.

WILLOW: No. No new... guy.

(Oz smiles and takes her hand.)

OZ: I know what I put you through, and I'm not gonna push. But I am... a

different person than when I left. And I can be what you need now.

(Willow looks sad.)

OZ: That's what I want. That's why I'm here.

(Cut to Graham and two other commandos walking through the woods. The other

two are carrying big guns. One of them nudges Graham.)

COMMANDO 1: Sir.

(Graham takes out his handgun. They all look and see rustling in the bushes.)

(A noise from behind makes them turn, and then something comes out of the

bushes. It looks like a werewolf. They try to grab it. It shoves Graham and

another soldier. Graham goes flying backward into a tree and falls to the

ground. The other soldier flies back onto the ground, gets up but is pushed

over again. The creature is on top of him and he screams. The third

commando is attacked by another creature and flies into another tree.

Graham lifts his head and sees the first creature with its mouth covered in

blood. Graham's head drops back onto the ground.)

Commercial.

(Buffy and Willow's dorm room. Willow sitting on her bed with something in

her lap. Oz reclines on the end of the bed.)

WILLOW: I love this.

OZ: A woman in Tibet traded it to me for the Radiohead record. Got a lot of

mileage out of the barter system.

WILLOW: So Tibet was your favorite?

OZ: Well, it's where I stayed the longest. This warlock in Romania sent me

to the monks there to learn some meditation techniques. Very intense. All

about keeping your inner cool.

WILLOW: Good, 'cause you were such a spaz before. (Smiles.) So that's it?

You keep your cool, and no more wolfie?

OZ: No, there's more. I take some herbs and stuff. Some chanting. A couple

of charms. (He shows some beads on a string wrapped around his hand.)

WILLOW: It's incredible. You've been all around the world. You've had this

... complete mind/body transformation. I've just been here. (Chuckle) Same

old Sunnydale.

OZ: Doesn't mean you haven't gone through a lot.

WILLOW: It's true. Some of it, you know, was me telling myself I hated you

and cursing your name. Not literally.

OZ: Well, thanks for that.

WILLOW: And, I don't know, I - I think I'm getting better at my spells and

stuff.

(They look at each other. Willow fidgets, looks at the window.)

WILLOW: It's so light out.

OZ: Yeah, we talked all night.

WILLOW: Well, I believe a manly sized breakfast is in order, don't you?

OZ: Or we could just... (puts his hand on hers) sleep a little while.

(He gives her a meaningful look. Willow looks nervous)

OZ: Whatever you want.

WILLOW: I'll have the less confusing waffles right now.

(Oz smiles.)

OZ: Breakfast it is.

They both get up.

WILLOW: Lemme just, ah, freshen up.

(She takes her toothbrush and toothpaste and leaves. Oz watches her go,

smiling.)

(Knock on door. Oz gets up and answers it. It's Tara. She's surprised to

see Oz.)

TARA: Oh, sorry, I-I-I'll come back.

OZ: Are you looking for Willow? She's just in the bathroom down the hall.

TARA: No, no. No, it's, it's okay. (Backing away)

OZ: I saw you at Giles' yesterday.

TARA: Yeah. Sometimes Willow takes me with her to the s-scoobies.

OZ: You sure you don't wanna come in?

(Tara shakes her head and leaves. Oz shuts the door, looking confused.

Willow comes back in and sees his expression.)

WILLOW: What?

OZ: Your friend came by. The blonde girl? But she wouldn't stay.

(He turns away to get his coat.)

OZ: So what do you think? Where you wanna go?

(Willow looks upset again. Doesn't look like she heard the question.)

(Cut to Riley's bedroom. Riley and Buffy asleep. The alarm goes off and

they wake up. Riley stops it. Buffy yawns.)

(Riley turns to Buffy and rubs her stomach.)

RILEY: Morning.

BUFFY: Morning.

(She sits up and pulls away, getting out of bed. She's wearing one of his

shirts.)

(Riley watches her walk away. He gets out of bed and pulls on pants.

Stretches, starts doing pushups.)

(Buffy comes back wearing pants. Puts some clothes on the bed and watches him.)

BUFFY: Those like, regulation? Do you have to do those every morning?

RILEY: No, just a good way to start the day.

(Buffy has a bag. She's putting clothes into it.)

BUFFY: Great, then you can have your perfectly balanced breakfast, and then

you can call your mother.

(Riley stops pushups. He did exactly ten.)

RILEY: Okay, I'm up less than a minute, and somehow I've managed to piss

you off.

BUFFY: I should go home.

RILEY: No, come on. Is it that whole thing about Willow last night? (He

sits on the bed.) Look, I only said what I said because I'm concerned. I

don't wanna see her get hurt.

BUFFY: You sounded like Mr. Initiative. Demons bad, people good.

RILEY: Something wrong with that theorem?

(Buffy looks exasperated. She walks a few steps away.)

BUFFY: There's different degrees of-

RILEY: Evil?

BUFFY: It's just... different with different demons. There are creatures -

vampires, for example -- that aren't evil at all.

RILEY: Name one.

(The door opens. It's Forrest. He looks solemn.)

FORREST: Rye, we need you downstairs. Beta team got hit.

RILEY: (stands up) Bad?

FORREST: We lost Willis.

(Riley winces.)

RILEY: Graham?

FORREST: He's walking.

(Shot of Buffy looking concerned.)

FORREST: We're going on a hunt.

(Riley turns to get a shirt.)

BUFFY: (to Forrest) What kind of demon was it?

RILEY: (angry) Does it matter? (Walks past her holding his shirt. He and

Forrest leave. Focus on Buffy as we hear the door close.)

(Cut to Buffy and Willow's dorm room. Willow sitting on her bed again,

holding a stuffed animal. Buffy comes in with her bag.)

BUFFY: Hey.

WILLOW: Hey. You okay?

BUFFY: (rubbing her neck) Yeah, I just - I don't wanna talk about it. I

wanna hear about you and Oz. You saw him, right?

WILLOW: I was with him all night.

(Buffy raises her eyebrows.)

BUFFY: All night? (Grins) Oh my god. (Sits on Willow's bed.) Wait. Last

night was a wolf moon, right?

WILLOW: Yup.

BUFFY: Either you're about to tell me something incredibly kinky, or-

WILLOW: No kink. (Smiling) He didn't change, Buffy. He said he was gonna

find a cure, and he did. In Tibet.

BUFFY: (smiling) Oh my god. I can't believe it. (Pause) Okay, I'm all with

the woo-hoo here, and you're not.

WILLOW: No, there's "woo" and, and "hoo." But there's "uh-oh," and... "why

now?" And... it's complicated.

BUFFY: Why complicated?

WILLOW: (sighs, steels herself) It's complicated... because of Tara.

BUFFY: (frowns) You mean Tara has a crush on Oz? No.

(The clue-by-four hits Buffy.)

BUFFY: Oh!

(Willow gives a nervous smile.)

(Buffy stands up.)

BUFFY: Oh. Um... well... that's great. You know, I mean, I think Tara's a,

a really great girl, Will.

WILLOW: She is. And... there's something between us. It-it wasn't something

I was looking for. It's just powerful. And it's totally different from what

Oz and I have.

BUFFY: Well, there you go, I mean, you know, you have to - you have to

follow your heart, Will. And that's what's important, Will.

WILLOW: Why do you keep saying my name like that?

BUFFY: (with false cheer) Like what, Will?

WILLOW: (sits up) Are you freaked?

BUFFY: What? No, Will, d- (stops herself, sighs) No. (Sits on bed) No,

absolutely no to that question.

(Willow looks skeptical.)

BUFFY: I'm glad you told me. What did you say to Oz?

WILLOW: I was gonna tell him ... but then we started hanging out, and ... I

could just feel everything coming back.

(Buffy looks sympathetic.)

WILLOW: He's Oz, you know?

BUFFY: Yeah. I know.

WILLOW: I don't wanna hurt anyone, Buffy.

BUFFY: No matter what, somebody's gonna get hurt. And the important thing

is, you just have to be honest, or it's gonna be a lot worse.

(Willow nods.)

(Cut to the tombs. Spike lying on top of a coffin, covered with a blanket.

Footsteps slowly approaching. A greenish hand reaches for Spike's throat

but he grabs it.)

SPIKE: (not opening his eyes) From the sound of those massive mud flaps,

I'd peg you as a demon. Which means you're in for a world of... (Opens his

eyes and sees Adam) Pain.

(Spike gets to his feet.)

ADAM: Spike, I want you to come with me.

SPIKE: Do you? (Shrugs) Well, let's go then. (Turns as if to leave, then

spins around and punches Adam in the stomach. No effect. Spike shakes his

hand in pain.)

SPIKE: Ow.

ADAM: Come. (Steps forward; Spike steps back) You're going to help me with

my problem.

SPIKE: Why is that exactly?

ADAM: I'm going to help you with yours.

(Spike looks interested.)

(Tara opens her dorm room door. Willow is standing there.)

WILLOW: Hi.

TARA: Hi.

(Tara stands back so Willow can come in, then Tara closes the door.)

WILLOW: I can only stay for a minute. I have class.

TARA: Me too, I-I-I have class too.

WILLOW: I just want you to know that what you saw this morning, it wasn't-

TARA: No, it's okay. I-I always knew that if he came back-

WILLOW: We were just talking. Nothing happened.

TARA: (hopeful smile) Oh. (Pause) Really?

(Willow nods.)

WILLOW: But, you know, it was intense. Just talking. We have a lot to talk

about. (Frowns) I kinda feel like my head's gonna explode.

TARA: (struggles for a moment) Whatever, you know, happens ... I'll still

be here. I'll still be your friend.

WILLOW: Of course we'll be friends! That's not even a question.

TARA: (upset) But I'm saying, I know what Oz means to you.

WILLOW: How can you, when I'm not even sure? I mean, I know what he meant

to me. But he left, and... everything changed. I changed, and... then we--

TARA: What?

WILLOW: (teary) I don't know. I just - life was starting to get so good

again, and -- (sighs, moves closer to Tara) You're a big part of that.

(Crying) And here comes the thing I wanted most of all, and... I don't know

what to do, I ... I wanna know, but I don't.

(Tara looks sympathetic. She brushes the tears off Willow's cheek.)

TARA: Do what makes you ... h-h-happy.

(Willow hugs her. Tara strokes Willow's hair.)

(Inside one of the college buildings. Oz is looking at a wall covered with

flyers and posters. He wrinkles his nose and calls "Willow!" just as Tara

walks by. She stops and looks at him. Oz looks confused. He walks toward Tara.)

OZ: Hey. I thought I sm...ah, heard Willow.

(Tara looks nervous, clutching books to her chest.)

TARA: Hey. (notices Oz holding books) You're um, you're coming back to

school here, huh?

OZ: Pretty much. Feeling ... oddly motivated. (He still sniffs the air and

looks around, confused)

TARA: That's um, that's great. I mean, that's, that's great for you and

Willow, right?

OZ: I hope so.

TARA: (nervous) Good, that's, because-

OZ: Is that her sweater?

TARA: (looks down) I just, I just hope that you guys'll be very ... happy.

OZ: (moves closer) You smell like her. (Tara still doesn't look at him)

She's all over you, do you know that? (Getting angry)

TARA: I can't. I-I can't talk about this. (Tries to walk away. Oz grabs her

arm.)

OZ: But there's something to talk about? (Angrier)

(Tara just gasps and stares at him.)

OZ: Are you two involved?!

TARA: I have, I, I, I have to go.

OZ: Cause she never said anything to me like that. We talked all night and

she never- (Tara starts to walk away) No, stop! (Grabs her again. Tara

looks scared.)

OZ: (yelling) Is she in love with you? Tell me, is she?! (Shakes her by the

shoulders. Then he lets her go. He's panting. They look down at his hand

and it grows fur and claws. Tara looks really scared.)

(Oz looks up. His face is half-wolfed and his eyes are black.)

OZ: Run.

Commercial.

(Tara runs through the hallways, not carrying books any more. The werewolf

chases her. She runs into a classroom, up the tiers of chairs, tries to

get out the back door but it's locked. The werewolf chases her up the

stairs, then back down. She tries to get away but he corners her. Tara

screams and throws a chair at him. He collapses and doesn't move. Tara

stands there panting. We see a tranquilizer dart sticking out of the werewolf.)

(Riley and Forrest and a bunch of other Initiative guys come in. Riley is

putting away the tranquilizer gun.)

FORREST: Are you okay?

TARA: What's going on?

FORREST: We'll take it from here.

(Riley and the others are putting Oz in a bag.)

COMMANDO 2: This thing looks like it may be one of the demons that took out

Graham's guys the other night.

RILEY: We'll take it back. We'll make an ID. If it is, we'll put him down.

TARA: You don't understand, that's - (stuttering)

FORREST: Listen, we know what we're doing. You're in shock.

TARA: But-

FORREST: We'll handle it. (Walks away.)

TARA: No.

(Cut to Adam's underground lair.)

SPIKE: Well, that sounds like a lot of fun.

ADAM: You see my problem, though. Total annihilation of the humans doesn't

help me. I'll be needing heavy casualties on both sides.

SPIKE: I get that. I'm still not sure how the Slayer fits in.

ADAM: The humans need a leader... a champion. The Slayer can do that.

SPIKE: (skeptical) Yeah... the thing about the Slayer is... she is a whiny

little thing, but when it comes to the fighting, she does have a slight

tendency to win.

ADAM: Then I guess you should be on her side.

(Spike smiles tolerantly.)

SPIKE: This all goes down, the chip comes out, yeah? No tricks.

ADAM: Scout's honor.

SPIKE: *You* were a Boy Scout?

ADAM: Parts of me.

(Cut to Willow in the school library, pretending to read. Tara rushes in.

Willow sees her and gets up.)

WILLOW: What's up? You okay?

TARA: Oz. We were talking and, he changed. Right in front of me.

WILLOW: What? It's daylight.

TARA: I know, but it happened.

WILLOW: Oh my god, are you all right?

TARA: I'm fine. Riley and the commando guys, they stopped him. But they

don't know it's Oz. I tried to tell them, but ... they took him away.

WILLOW: When? Just now?

(Tara nods.)

TARA: I think they might hurt him.

WILLOW: I, I have to go, I have to find Buffy.

TARA: I know.

(Willow runs off. Tara looks upset.)

(Cut to Giles' place. Xander and Anya on the sofa. Giles behind it. Willow

pacing. Buffy in the background, on the phone.)

WILLOW: Tara said they took him right before she found me.

ANYA: So that's good, right? I mean, they probably haven't had time to

eviscerate him yet.

(Willow sits on sofa.)

XANDER: An, you can help by making this a quiet time.

GILES: Once again we're faced with a fairly daunting prospect of having to

infiltrate the Initiative.

XANDER: It'd be great if we knew someone dating a man on the inside.

Someone with connections.

(Buffy hangs up phone and comes around to the sofa.)

XANDER: Oh, wait! (Gestures at Buffy)

BUFFY: He's still not answering his pages. I left him another message.

WILLOW: So what do we do?

BUFFY: Well, we need to move fast. So we make a plan without Riley... (Shot

of Giles looking concerned) and hope he calls.

(Underground at the Initiative. Oz-wolf is in a cage, growling and trying

to get out. Riley, Forrest, soldiers with guns, and scientists in white

coats are watching. Another scientist approaches.)

FORREST: What's the word, Doc? Is this the animal that took apart our men?

DOC 1: We don't know yet, soldier.

RILEY: What's the holdup? I thought Graham gave you a full description.

DOC 1: The holdup is that he described characteristics present in over 40

known varieties of demon. So we're cross-checking DNA evidence - hair, fibers-

RILEY: (impatient) And how long is that gonna take?

DOC 1: (annoyed) I have no idea.

RILEY: I don't need a bunch of tests to know that this thing's a killer.

(Takes out his gun and points it at Oz. Suddenly Oz stops growling and

morphs back into his human self. Riley lowers his gun and steps back.

Everyone looks surprised. Oz looks up at them panting and closing his eyes.)

(Fade to white screen.)

(Fade to Oz's perspective, lying on a table with two docs over him and many

more in the background. Doc1 is on the left, shining a flashlight in his

eyes. Riley is behind him.)

(Shot of Oz on the table, naked and looking groggy.)

(Riley pushes forward.)

RILEY: Hey, he's coming to. Oz!

DOC 1: He won't be able to talk for a while. We gave him Haldol to keep him

quiet. (Shining flashlight on Oz's teeth.)

RILEY: Why? He's not a threat now.

DOC 1: I allowed you to stay as long as you let us do our work, Agent Finn.

Only Colonel Macnamara can place a cease order on medical testing, and he's

told us to proceed.

DOC 2: I always suspected that stuff about werewolf transformations being

based on a lunar cycle was campfire talk. (Injects Oz with something. Oz

groans.)

(Riley sees the second doctor pulling out another instrument (stun gun?).)

RILEY: Oh, hey, that's enough. Come on, the guy's a student, I know him.

DOC 1: (points to the other soldiers) Take him out.

COMMANDO 3: Yes sir.

(Riley looks angry, but lets the other soldiers escort him away.)

(Doc 2 puts the tip of the instrument on Oz's chest and zaps him with

electricity. Oz screams and turns into the werewolf.)

DOC 2: See that? Transformation related to negative stimulation.

(The docs exchange a look.)

(Back at Giles'.)

BUFFY: Something's wrong. Riley usually returns my phone calls by now.

XANDER: We can't wait much longer.

BUFFY: I know. (Looks at Willow) Okay. Xander, you and I are gonna go in.

We've done it before.

WILLOW: I'm going with you.

BUFFY: No. Look, it's too dangerous, Will. Besides, I need you to help

Giles hack into the city's electrical grid. We've gotta try to power down

the Initiative.

WILLOW: Giles can do it without me. I can give him all the instructions, I

can show him exactly what to do.

GILES: Of course.

WILLOW: I-I can't just sit here.

(Buffy looks at Xander.)

BUFFY: Okay. Okay, you can back us up. (Sighs) Now, the only way I know

into the Initiative is through the elevator in the Lowell House. But my

clearance is long gone.

XANDER: So we grab a guy, make him take us.

SPIKE: Or you could just use the back way.

(Everyone turns to see Spike standing by the closed door.)

SPIKE: Hell of a lot less bother.

GILES: How did you get in?

SPIKE: Door was unlocked. You might wanna watch that, Rupert. Someone

dangerous could get in.

BUFFY: Or someone formerly dangerous and currently annoying.

SPIKE: (extremely amused and pleased with himself) Now, now. None of that.

Or I won't help you get Red's mongrel back. (Everyone looks surprised.) Bad

news travels fast with us demons. We all like a good laugh. (Chuckles)

GILES: Short of cash, Spike?

SPIKE: I happen to be seeking monetary gratification, yeah. But I also get

a kick out of jackin' up those army ginks myself. I know how to find the

big guy who can take you to Oz.

BUFFY: Uh-huh. So what's the going rate on a wild goose chase, Spike?

SPIKE: Fine, if you're not interested. But I was stuck in that hole,

remember? And I've heard things from other guys who've ogtten out. I can

get you in. No alarms, no cameras ... no waiting.

(Everyone looks at Buffy.)

(Oz huddled in a corner of a cell in the Initiative, naked and shivering.

The door opens. Oz looks up, squinting like the light hurts his eyes.

There's a big bruise on his shoulder. He frowns as Riley comes in.)

RILEY: Oz. Put these on, man. (Gives Oz some clothes.)

(Oz frowns but starts to get up.)

(Riley helping Oz walk through the darkened Initiative staging area. Oz is

clothed but weak. He leans on Riley. Suddenly the lights come on and

they're surrounded by soldiers with guns. Forrest and Graham step forward.

Graham's holding his handgun.)

FORREST: End of the line.

(Riley looks alarmed.)

Commercial.

(The Initiative brig. A guard lets Colonel Macnamara in. He enters and goes

over to Riley's cell. Riley stands up from sitting on the bed and stands at

attention. The colonel unlocks the door and walks into the cell.)

COLONEL: At ease.

RILEY: Permission to speak, Colonel.

COLONEL: Denied.

(Riley looks surprised.)

COLONEL: Being new around here, Finn, I had a look at your record and

Professor Walsh's notes. Until recently, you were an exemplary soldier

headed straight for the top. Then you meet this girl, this ... slayer, and

suddenly you begin to exhibit signs of disloyalty. You abuse your command.

But tonight... (shakes his head, squints) To release a lethal HST back into

the population -

(Riley shakes his head.)

RILEY: Sir, the prisoner-

COLONEL: You will speak when I tell you to!

(Riley goes back to attention.)

COLONEL: Tomorrow I am going to institute a court-martial to investigate

the extent of your involvement with the Slayer and her band of freaks.

(pause) They're anarchists, Finn ... too backwards for the real world. You

help us take them down, and you just might save your military career.

Otherwise, you'll go to your grave labeled a traitor.

(Riley looks shocked. The Colonel turns and leaves.)

COLONEL: No woman is worth that.

(The cell doors close.)

(Cut to Buffy, Willow, Xander and Spike walking through the woods, armed.

Buffy and Willow wear white lab coats. Spike and Xander wear green army

fatigues.)

BUFFY: I've mentioned how much I'm gonna kill you if this is a scam, right?

SPIKE: Look, would I wear this if I wasn't on the up-and-up?

WILLOW: You do sorta look like an evil olive.

XANDER: Guys... check it out.

(They all see the hidden doorway. They look at each other. Spike walks

toward it.)

(Shot of Adam in his lair working on a computer. The metal part of his face

is hinged back and wires are running into his skull from the computer. )

(Spike pulls the doors open.)

SPIKE: For a nasty town like Sunnydale, nobody seems to mind their locks.

(The other three look at each other.)

BUFFY: You first.

(Spike rolls his eyes and enters.)

(Shot of Adam. Something beeps and he looks at another computer screen.

It's showing diagrams of underground tunnels.)

(Cut to Anya working on a computer while Giles looks on.)

GILES: Try typing in... (looks at paper maps of the area) X-H-4-J-7 for

the emergency shutdown command. That covers the entire electrical grid for

the university and outlying area.

(Anya types it in.)

(Shot of Adam at his computer. The words "EMERGENCY POWERDOWN IN PROGRESS"

flash on his screen in red.)

(Shot of Buffy, Spike and the others in the hallways of the Initiative.

Suddenly the lights go out. Blue emergency lights come on.)

(Shot of the UC Sunnydale campus, going black section by section.)

(Shot of Anya and Giles as the power in Giles' apartment goes out (but the

computer stays on). Anya smiles proudly.)

ANYA: Slap my hand now! (Chuckles and holds up hand)

GILES: Beg your pardon?

ANYA: In celebration.

GILES: Oh... (slaps her hand) Yes.

ANYA: Ow!

(Buffy kicks in a door and they burst into the room. It's the Colonel's

bedroom. He's in bed. Buffy and Xander march over to his bed and point guns

at him. He tries to reach for something on the bedside table.)

BUFFY: Hey! (Points her crossbow in his face. He pulls his arm back)

BUFFY: You know who I am?

COLONEL: (looks from her to Xander, to Spike and Willow in the doorway) Yeah.

BUFFY: Then you know I'm pretty good with this thing. Take us to him.

Colonel: Finn stays in the brig. Helping an HST escape is a court-martial

offense. (Buffy looks surprised) You're only gonna make matters worse.

BUFFY: Riley tried to help Oz escape?

COLONEL: (looks from one to the other) That's who you came for. The wolf.

XANDER: Guess we're two for one.

BUFFY: Get dressed.

(Buffy walks down the hallway alone, past the guy standing guard outside

the brig. As she passes him, she drops something.)

GUARD: Hey, you dropped-

(As he bends to pick it up, Buffy knees him in the face. He falls back.

Buffy bends over him, takes his key-card, and uses it to open the door. She

enters the brig where Riley is sitting on his bed. He gets up.)

RILEY: How'd you get in? (Buffy opens his cell door)

BUFFY: Talk later. Stealthy escape now.

(She turns to go. Riley stops her.)

RILEY: Buffy... (She turns back to him) I leave now, I can't ever come back.

(Buffy just looks at him.)

RILEY: I just wanted to hear that out loud.

(They leave.)

(Cut to the gang walking down the halls with Buffy holding her crossbow to

the Colonel's head.)

VOICE: Hold it!

(The hallway in front of them suddenly fills up with soldiers holding guns.

We see Oz in his cell nearby, watching. Buffy sees him too. More soldiers

appear at the other end of the hall. Buffy and the gang are trapped.)

BUFFY: Stay back... or I'll pull a William Burroughs on your leader here.

(Everyone looks confused.)

XANDER: You'll bore him to death with free prose?

(Buffy looks annoyed.)

BUFFY: Was I the only one awake in English that day? (Slowly, like you'd

talk to an idiot) I'll kill him. (To the Colonel) Get him out.

(The Colonel nods to one of the soldiers, who drops his gun and lets Oz

out. Willow starts forward.)

WILLOW: Oz...

OZ: Will, get back.

(He looks down at his hand, which is hairy and clawed again. Willow steps

back looking shocked.)

(Oz concentrates and his hand goes back to normal. Riley steps forward and

grabs him.)

BUFFY: Let's go.

(Still holding the Colonel, they go back down the hall. The soldiers

follow. They get into the elevator.)

(Everyone stands silently looking at each other until the elevator stops.

Everyone gets out except Riley, Buffy, and the Colonel. Riley opens the

elevator control panel and rips out the wires, creating lots of sparks. He

and the Colonel glare at each other. Buffy gets out of the elevator, still

covering the Colonel with her crossbow. Riley follows.)

COLONEL: You're a dead man, Finn.

(Riley turns back.)

RILEY: No, sir. I'm an anarchist.

(He punches the Colonel in the face and walks away.)

(At the old Sunnydale High ruins. Buffy and Riley are setting up a

campsite. They have coolers and a camp lantern. Riley spreads a sleeping

bag on the ground. Buffy is pouring from a thermos.)

BUFFY: I hope everybody else is okay. It was better to split up, right? I

mean, we're just too findable in a big clump.

RILEY: It was better. Besides, I think it's mostly me the Initiative wants now.

(He sits on the sleeping bag and sighs.)

BUFFY: Probably. So what should we do?

RILEY: (puts his head in his hands) We'll be safe for tonight at least. The

campus is still blacked out, so that oughta slow the Initiative down. I'll

(gestures vaguely) figure out my next move tomorrow.

(Buffy sighs.)

BUFFY: Quite a day, huh?

(Riley nods.)

BUFFY: You woke up to a big bowl of Wheaties. Now you're a fugitive. (Comes

over to sit next to him)

RILEY: I don't know. I'm sorry it ended that way. But I am glad it's done.

I'm glad I know where I stand, finally.

(Buffy looks pensive.)

RILEY: I was wrong about Oz. I *was* being a bigot.

(Buffy shakes her head.)

BUFFY: No you weren't. You were thrown. You found out that Willow was in...

kind of an unconventional relationship, and it gave you a momentary

wiggins. It happens.

RILEY: Still... I was in a totally black and white space, people versus

monsters, and it ain't like that... especially when it comes to love.

(Buffy looks up. She comes to a decision.)

BUFFY: I have to tell you some stuff... about my past. And it's not all

stuff that you're gonna like.

(Riley looks a little nervous. He can tell this is important.)

RILEY: You can tell me anything.

BUFFY: I think so. (Smiles) I think I can.

(Cut to Oz and Willow sitting in Oz's van.)

WILLOW: This thing looks pretty good, considering you drove it overseas.

(Oz doesn't look at her.)

OZ: Well, it broke down outside of Mexico, and I traded my bass to have it

fixed and garaged.

(Pause.)

OZ: I shouldn't have come back now... I just thought I'd changed.

WILLOW: You have changed. (Smiles) You stopped the wolf from coming out. I

saw it.

OZ: But I couldn't look at you. (He still can't.) I mean, it turns out...

the one thing that brings it out in me is you... which falls under the

heading of ironic in my book.

WILLOW: It was my fault. I upset you.

(He finally looks at her.)

OZ: Well, so we're safe then, (sarcastic) cause you'll never do that again.

(Willow tries to look amused.)

OZ: But... you're happy?

WILLOW: (smiles) I am. I can't explain it-

OZ: It may be safer for both os us if you don't.

(Willow looks sad.)

WILLOW: I missed you, Oz. I wrote you so many letters... but I didn't have

any place to send them, you know?

(Pause.)

WILLOW: I couldn't live like that.

OZ: It was stupid to think that you'd just be... waiting.

WILLOW: I was waiting. I feel like some part of me will always be waiting

for you. Like if I'm old and blue-haired, and I turn the corner in Istanbul

and there you are, I won't be surprised. Because... you're with me, you know?

OZ: I know. (Pause) But now is not that time, I guess.

WILLOW:(shakes her head) No.

(They look at each other.)

WILLOW: What are you gonna do?

OZ: I think I better take off.

WILLOW: When?

OZ: Pretty much now.

(Willow nods. She's teary again. Oz leans over and they hug.)

(Shot of the campus still in darkness.

(Cut to Tara in her darkened dorm room, looking out the window. There's a

knock on the door. She gets up to answer it. It's Willow, holding a candle.)

WILLOW: No candles? Well, I brought one. It's extra flamey.

(Tara doesn't say anything. Willow steps forward and gives her the candle,

closes the door behind herself.)

WILLOW: Tara, I have to tell you...

TARA: No, I-I understand. You have to be with the person you l-love.

WILLOW: (smiles) I am.

(Tara looks amazed.)

TARA: You mean...

WILLOW: I mean. (pause) Okay?

TARA: Oh, yes.

WILLOW: I feel horrible about everything I put you through. A-and I'm gonna

make it up to you. Starting right now.

TARA: (starts to smile) Right now?

(Willow smiles and nods. Tara blows out the candle.)