Transcribed by Joan the English Chick (pisces@englishchick.com).

Transcriber's Notes:

•I do not own the characters or situations of BTVS, and I claim no credit for the content of this episode. I have merely transcribed what appeared on my screen, with help from the closed captions.

•I prefer that you link to this transcript on the Psyche site rather than post it on your site, but you can post it on your site if you want, as long as you keep my name and email address on it. Please also keep my disclaimers intact.

•You can use my transcripts in your fanfiction stories; you don't have to ask my permission. (However, if you use large portions of episode dialogue in your fanfic, I recommend you give credit to the person who wrote the episode.)

•I apologize in advance for my lame transcription of the fight scenes. I don't know the names of different punches and kicks. Use your imagination.

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Teaser

BUFFY: Riley!

RILEY: Know you got a lot on your mind. You decide you wanna let me in on any of it, you let me know.

GILES VOICEOVER: Previously on Buffy the Vampire Slayer...

Riley letting a female vampire bite him.

RILEY VOICEOVER: Buffy's like nobody else in the world. But she doesn't love me.

Spike kissing Buffy.

SPIKE VOICEOVER: Buffy, I love you.

Spike sitting up in bed horrified.

SPIKE: Oh God, no.

Joyce in the CAT scan machine.

DOCTOR VOICEOVER: Your mother has ... a brain tumor.

Buffy reacting.

Buffy and Joyce hugging in a hospital room.

Joyce being wheeled into surgery as Buffy and Dawn watch.

Episode begins: Fade in on a pair of shoes. Pan across the body of Dawn, lying across several hospital waiting room chairs. The camera pulls out and we see that Dawn is asleep with her head in Buffy's lap as Buffy strokes her hair. Riley sits next to Buffy, dozing off. Buffy sighs.

Shot of the hospital corridor with various personnel coming and going.

Riley wakes up as someone walks over to them.

GILES: Just me. Sorry. Can I get you anything?

BUFFY: No, thank you.

GILES: Riley?

RILEY: No, I'm fine.

Giles nods, looks fidgety, walks off. We discover Willow and Xander sitting nearby. Behind them we see the nurses' station.

WILLOW: What time is it?

XANDER: There's a clock behind you, Will.

WILLOW: (pouty) I know, but there's a watch right above your hand.

Xander shows her his watch. Willow frowns.

WILLOW: That can't be right. (Turns to look at the clock above nurses' station) Oh.

She sits back and exchanges a look with Xander.

Cut back to Buffy and Riley. Buffy leans her head back and sighs loudly. Riley puts his hand on her knee.

BUFFY: I can't stand this. What's taking so long?

RILEY: It doesn't mean anything.

BUFFY: You think?

RILEY: I'd worry more if your mom was out of surgery quickly. Might mean that, you know, they couldn't do much.

Buffy frowns, looks down at Dawn, looks up. Suddenly she puts her hand over Riley's which is still on her leg.

Shot of the hospital corridor. We see the doctor walking toward us.

Dawn wakes up as Buffy slides out from under her. Everyone stands up.

The doctor walks closer.

Zoom in on Buffy, nervously waiting for the news with Riley and Dawn behind her.

Wolf howl. Opening credits.

Guest starring Bailey Chase, Nick Chinlund, and Kristine Sutherland as Joyce Summers. Written and directed by Marti Noxon.

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Act I

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Fade back in on the hospital scene.

DR. KRIEGEL: Okay, your mom's in recovery.

BUFFY: What happened, is she all right?

DR. KRIEGEL: It was possible to visualize the tumor completely, which means I was able to get all of it. So, barring complications in recovery ... I think your mother's going to be fine. (Everyone reacts with relief) Of course we're still going to have to watch your mother carefully, and, uh, have her back in here for some follow-up testing, (Buffy nods) but, uh, overall I'd consider the procedure a complete success.

Smiles all round. Everyone hugs each other. Giles and Xander start to hug, then settle for a handshake instead.

BUFFY: (hugging Riley) Oh my goodness, doctor, thank you, thank you so much.

DR. KRIEGEL: Please, it's my pleasure.

Buffy hugs him and he yells in pain as she forgets her slayer-strength. She gasps and pulls back.

BUFFY: Sorry. Sorry!

The doctor puts a hand on his back and gives Buffy a funny look.

Cut to: exterior shot of Xander's apartment building, night.

Cut to: interior of Xander's apartment. Xander, Anya and Dawn are eating Chinese food around a low table.

DAWN: When I was younger, I used to put my chopsticks in my mouth like this, (She puts chopsticks into her mouth so they stick out like very long fangs) and then Buffy would chase me around the house yelling, (makes claw hands) 'I'm the slayer, I'm going to get you!' (Laughs)

ANYA: That's disturbing. You're emotionally scarred and will end up badly.

DAWN: (removes chopsticks) No, it was great. I mean, she didn't actually stake me in the heart, you know.

XANDER: Buffy's pretty cool like that. (Gets up to clear the dishes) So, what do you wanna do now, Dawnster? Keeping in mind that I won't chase you because I'm old and I'm stuffed full of moo goo gai starch.

Dawn starts to reply but Anya interrupts.

ANYA: Well, we could play that game again, Life. That was fun.

DAWN: (frowns) For you. You always win.

ANYA: Well ... we can make a wager this time. You can give me real money. That would be different.

XANDER: (sarcastic) And after we teach her to gamble, maybe we can all get drunk!

ANYA: (not getting it) I don't think the bar would serve her, but we could bring something in. (to Dawn) Strawberry schnapps taste just like real ice cream.

XANDER: Okay, how's about a movie? (Opens the newspaper and walks back to them) They're showing them in theaters now. I hear it's like watching a video with a bunch of strangers and a sticky floor. (He lays out the newspaper where he and Dawn can both look at it)

DAWN: (points) That one looks sad.

XANDER: The chimp playing hockey? Is that based on the Chekhov?

Anya comes running over and grabs the paper eagerly.

ANYA: There's a chimp playing hockey?

DAWN: Um, no, the other one. I don't wanna see a sad movie.

ANYA: We have to see the chimp playing hockey! That's hilarious! The ice is so slippery, and, and monkeys are all irrational. We have to see this.

XANDER: You pick, Dawn. This is your night. We are celebrating your mom's good news.

Anya looks chastised.

ANYA: (softly) Go monkey. Choose monkey.

DAWN: It's okay. You guys don't have to make a big deal for me. I'm only sleeping over here so Buffy and Riley can boink.

Xander looks embarrassed.

XANDER: No, that's not, that's not it at all, they just need time to, uh... (clears throat) be tender. Relax.

Anya smiles and rubs Xander's chest.

ANYA: (to Dawn) He's not very convincing, is he?

Dawn shakes her head in agreement.

DAWN: 'Alone time' always translates into 'get Dawn out of the house so we can have loud obnoxious sex.'

Xander looks like he wants to object, but doesn't. Anya smiles, then suddenly realizes something.

ANYA: (softly to Xander) Oh, does that mean we can't?

Xander gives her a look.

Cut to candles burning on a mantle. Soft romantic music. Pan over to Buffy and Riley dancing in the darkened Summers home.

BUFFY: Can we put this song on repeat?

RILEY: Whatever you want.

BUFFY: Can we put the whole night on repeat?

RILEY: Absolutely.

BUFFY: Good. (sighs happily) Mm, I can't believe how relaxed I feel. It's like all the tension's just left my body.

RILEY: Oh, really? 'Cause I had that scheduled for a little later on.

BUFFY: Scheduled? Are you planning on seducing me, Mr. Finn?

RILEY: Always.

They kiss.

RILEY: I want tonight to be special for you.

BUFFY: It's more than special. It's perfect.

RILEY: Well, I'm glad. You deserve it after everything you've been through.

BUFFY: Well, it's nothing compared to what my mom had to deal with.

RILEY: (nods) It was a lot. And you were incredible.

BUFFY: (smiles) Not really. Just covering for the weepy chicken within.

RILEY: Don't sell yourself short. You stayed strong throughout, Buffy. You never even cried.

BUFFY: Oh, I cried. I cried so hard, I didn't think I was gonna be able to stop.

Riley looks surprised. She puts her head on his shoulder.

RILEY: Oh.

BUFFY: That's all in the past now. Mom's out of the woods, and I'm here with you. That's all that matters.

She lifts her head up and they kiss again.

Fade to bare legs moving together under bed sheets. Pan up to Buffy and Riley in bed, kissing, naked with strategically placed sheets. Riley is on top. Panting noises. Lots of kissing and writhing. Closeup on Buffy's face as she closes her eyes in pleasure. Pan across them to the window.

Cut to exterior shot of the bedroom window. We see Spike standing on the ground below, smoking a cigarette and looking up at the window. He sighs.

Cut to the bedroom. Buffy is asleep. Riley watches her for a moment, then slides out of the bed. We can see a partially healed cut on his upper chest and a small bandage on his arm.

Cut to Spike outside, putting out his cigarette and turning to leave. He stops as he hears the house's front door open and sees Riley come out. Riley doesn't see Spike. He closes the door quietly and walks off. Spike follows.

Cut to Riley walking through a dark alley. Spike still following. Riley walks up to an old warehouse, up some stairs to a door. Spike watches, frowning.

Cut to: exterior hospital, day.

Cut to: Joyce's hospital room. Joyce has a hand mirror and is looking at her reflection. There's a large bandage on her head.

JOYCE: I don't know, Buffy. I think I'll look like I have a cat on my head.

We see Buffy holding a wig.

BUFFY: But a very well-groomed cat.

JOYCE: I think maybe I'll ... stick with a scarf.

BUFFY: Come on, wigs are fun. We can get you a whole bunch of different ones. You know, you can be, like, Sixties Mom, Action Mom... (wiggles her hips, suggestively) French Maid Mom...

JOYCE: (smiles) I must be getting better, 'cause you're making fun of me.

BUFFY: Well, you know. (sits on the bed) Got a lot of time to make up for.

JOYCE: You have more important things to make up. I know you've been missing a lot of school.

BUFFY: I may have to take a few incompletes, but I will make it through the semester.

JOYCE: Well, what about slaying and your friends? I want you to have your life back.

BUFFY: Right now I'd rather be here, styling your beautiful new plastic dream hair.

JOYCE: Fair enough, but you don't have to keep me company all night. Go out, have fun, get, get Riley to take you to a movie or something.

BUFFY: I gave Riley the day off.

JOYCE: I don't think he thinks of you as a chore, Buffy.

BUFFY: I know that. Look, I told him to make plans with his friends because I wanted to have you all to myself, okay? Besides, I can see him any time. (Gets up, turns away to put the wig on a stand) And I'm sure he'll come over later looking for a little... (suddenly stops herself, turns around to give Joyce an innocent look) bible study. (Nods)

JOYCE: Well, good. I mean, just as long as the two of you are spending some quality time with ... the lord.

BUFFY: We are. Absolutely.

Cut to: looks like a hotel room. A commando is sitting on a sofa fiddling with some high-tech equipment: he has headphones on his ears. Graham walks over to a table where Major Ellis has some maps spread out.

ELLIS: What've we got?

GRAHAM: Belize. Last transmission. Infra-red scans say they're-

ELLIS: Breeding. They're not gonna stay in that village for long. Looks like we got ourselves a hot spot. Tell the men to get ready.

Graham starts to leave, pauses.

GRAHAM: What about Riley? (Ellis looks confused) Agent Finn. (Ellis nods) I'm telling you, sir, if we go in for a sweep and drop, he's definitely a guy we want on the team.

ELLIS: (nods) Well, let's bring him on board.

GRAHAM: It, uh, might take a little convincing.

ELLIS: Why? What's he got here in Sunnydale that's so special?

Cut to: Buffy in bed, asleep, alone. We hear the door open. Buffy wakes up halfway.

BUFFY: (sleepy) Riley?

We see Spike standing by the door.

SPIKE: It's me.

Buffy wakes up fully, sits up holding the sheet to her chest.

BUFFY: Every time you show up like this, you risk all of your parts, you know that?

SPIKE: I wouldn't be here if I didn't have a good reason. As usual, I'm here to help you, and I - are you naked under there?

BUFFY: (rolls her eyes) Get out.

SPIKE: No, I'm serious. I mean, not about the naked part, I mean... (cranes his neck trying to see under the blankets)

BUFFY: Get out or I will drop you out head-first.

Spike lowers his voice, speaks intensely.

SPIKE: I wanna show you something.

BUFFY: (realizing he is serious) What?

SPIKE: You need to see this.

Buffy sighs.

SPIKE: But we need to move if we wanna get there in time.

Buffy raises her eyebrows to indicate that she can't get dressed with Spike watching. He scoffs.

SPIKE: Oh, please! Like I give a bloody damn.

He turns his back, and then makes an agonized face, forcing himself not to look as Buffy reaches for her clothing.

Cut to: Spike leading Buffy through the alley, up the stairs to the warehouse. Buffy looks confused. Spike opens the door for her.

They enter the warehouse and see a bunch of people being sucked on by vampires. Random trash, old bathtubs, etc., all around. Buffy stares at it in dismay.

SPIKE: Don't stop, Slayer. This isn't what we're here for.

We see two large male vampires overseeing things. One of them is putting some money into his vest.

Buffy looks around with a frown, looks at Spike. He nods toward some stairs. They approach the stairs and start up them.

One of the vamps grabs Spike and spins him around.

VAMP 1: What do you think you're doing?

SPIKE: Just having a little look, mate. Keep it down.

He turns away but the vamp stops him again.

VAMP 1: You can't go up there.

Spike grabs the vamp by the throat and shoves him to the floor.

SPIKE: I said keep it down.

Buffy watches all this from halfway up the stairs.

Spike turns, adjusting his jacket, and they go up the stairs.

The second level is just as messy as the first. Spike leads Buffy through the mess to a slightly open door. She looks suspiciously at him, then goes through the door and discovers Riley, sitting bare-chested on a mattress on the floor, with a female vamp sitting on his lap, drinking from his arm. He doesn't see Buffy yet.

RILEY: Harder.

The vampire continues sucking. Buffy gasps. Riley looks up and sees her.

Closeup on Buffy staring in horror. Blackout.

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Act II

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Fade back in on the same scene. The vamp continues to feed from Riley. Riley looks at Buffy and gulps.

RILEY: Buffy.

Buffy stares at him, backs away and runs out. Spike smirks.

RILEY: Buffy!

SPIKE: We only came here because we care about you, friend. (Riley shoves the vamp aside and gets up) You need help.

Spike smirks and walks out.

Cut to Buffy hurrying down the stairs. Vamp #2 hands something to Vamp #1 and moves to intercept Buffy.

VAMP 2: Hey. Hey, hey.

He steps in front of her but she gives him a shove and he flies backward, hitting the wall as Buffy exits.

Spike comes down the stairs a few steps behind. Vamp 2 growls as Spike passes him.

Cut to Buffy exiting the warehouse, pausing at the bottom of the stairs, looking shell-shocked. Spike bursts out, passes her and turns back.

SPIKE: I thought you should know-

Buffy lifts her head and gives him a fierce look. Spike looks startled. She runs past him and away, down the alley. Spike looks disappointed.

Cut to inside the warehouse. Riley comes rushing down the stairs, buttoning his shirt. Vamp #2 intercepts him, grabbing his shirt.

VAMP 2: Was that the slayer? What the hell do you think you're doing bringing the slayer here?

RILEY: Back off, man. I didn't know.

VAMP 2: Nobody's gonna risk coming here now!

RILEY: I said back off!

Vamp 2 punches Riley in the stomach. Riley punches him in the face and he goes down. Riley runs out as Vamp 1 helps Vamp 2 up.

Cut to: exterior of the Summers house, night.

Cut to: interior of Buffy's room. She enters, closes the door and leans against it, frowning, still looking shocked.

Fade to Riley entering his own apartment, which is dark. He closes the door and sighs, moves inside and turns on a lamp. Behind him we see Graham and Major Ellis, and another commando. Riley doesn't turn around.

RILEY: Get out.

ELLIS: I need to talk to you.

RILEY: (turns to face them) I'm not in a talkin' mood.

ELLIS: Then listen. (Walks toward him. Graham follows)

GRAHAM: Riley, just give the man a chance. You don't like what you hear, we'll be on our way.

RILEY: Talk fast.

ELLIS: We have a Code One in Belize. A demon tribe is taking apart missionaries in the rain forest down there.

RILEY: And you're telling me this because?

ELLIS: We're going down to terminate their operation. We want you to join us.

Riley looks from one to the other, then away.

RILEY: (quietly) I'm a civilian.

ELLIS: You're a soldier.

RILEY: I quit the government a long way back.

ELLIS: We're not government. We're army.

GRAHAM: Just like you.

ELLIS: (moves closer to Riley) It's not the Initiative, Finn. We don't do experiments. None of us give a damn what makes monsters tick. We just stop 'em.

RILEY: What do you need me for?

ELLIS: I think you can handle yourself. And I always need bodies. I'm not gonna lie to you. It's the real deal. High risk, low pay, and seriously messy. We ship out for Central America tomorrow midnight. Now maybe civilian life is working out for you... (Riley looks down) and maybe not. Midnight. Tomorrow. The decision's yours.

The commandos leave, as Riley ponders the offer.

Cut to: magic shop, day. Giles is hanging up a large banner that reads:

Don't Forget!

Winter Solstice Hanukkah Christmas Kwanzaa & [something obscured by Giles's arm]

Are Coming!

We see Xander, Anya, and Willow behind the counter unpacking merchandise.

GILES: And so it begins.

He steps down from his footstool and we see that the last holiday listed is "Gurnenthar's Ascendance."

GILES: No longer a victim of crass holiday commercialization, I'm ... a purveyor of it.

Anya takes a jar out of a box. Willow moves out from behind the counter.

ANYA: Oh. Who ordered more chickens' feet? The ones we have aren't moving at all.

XANDER: That's generally what happens when you cut them off the chicken.

ANYA: I'm serious. (Opens jar) Maybe we could do a ... holiday promotion. (Takes out a chicken foot) One free with every purchase! (smiles)

GILES: Oh, yeah. (nostalgically) Dear holiday memories. Merry tykes by the fire, enjoying their new Christmas ... chicken feet.

Willow comes up beside Giles, on the opposite side of the counter from Anya.

WILLOW: Aw, holding them tight as they fall asleep. Painting their little toenails.

Willow and Giles laugh. Xander grins. Anya grins too, though she is not amused.

ANYA: That's so very humorous. Make fun of the ex-demon! I can just hear you in private. (talks to the chicken foot) 'I dislike that Anya. She's newly human and strangely literal.'

WILLOW: (frowns) Anya, I don't say that. No one says that. No one talks that way.

ANYA: There's nothing wrong with my idea anyway. I've been very good for this store. (frowns) If it wasn't for me, Giles would be a terrified old man staring at a quarterly tax statement and wetting himself.

GILES: (insulted) I say, that's an exaggeration.

WILLOW: Anya, you've helped out a lot, but I have too.

ANYA: (opening another jar) Yes, I forgot about all the vigorous sitting around.

XANDER: Anya, you can back off a little. You get paid. Willow's doing this on her own time.

Willow smiles and nods triumphantly.

ANYA: (with a fake smile) I'm sorry, Willow. Thank you for making time in your busy life to come in here and get in the way of mine.

XANDER: (annoyed) Anya, play nice.

ANYA: You know, fine, take her side instead of mine (Xander sighs, puts his hands over his face) even though I'm the one who sleeps with you and feeds you, bathes you...

Willow frowns.

WILLOW: (to Xander) She bathes you?

XANDER: Only in an erotic, Penthouse-y way, not in a sponge-bath-y geriatric sort of...

GILES: (puts up a hand) Please! Stop, I beg of you.

They all look up as the door opens (it has bells that jingle when it moves) and Buffy enters. She has a bag over her shoulder. She strides purposefully over to the counter.

BUFFY: I need to find out everything I can about a vamp nest downtown.

GILES: A nest? What sort of-

BUFFY: There were people there. It, um, it looked like they were paying vampires to bite them.

Giles looks shocked.

XANDER: *Now* I know what to get for the person who has everything!

WILLOW: Who would pay to get bitten?

ANYA: Oh, that's been going on for centuries. Humans hire vampires to feed off them, they, well, you know, they-they get off on the rush.

GILES: And the ... hazards of the underworld can become addictive to ... some people.

XANDER: Why don't the vampires just kill 'em?

ANYA: Because they get cash, hot and cold running blood, and ... they don't leave any corpses behind so they don't get hunted.

GILES: But still, i-it can be terribly dangerous for humans. I mean, people can end up dying accidentally, or, or meeting a, a vampire who only pretends to play by the house rules.

BUFFY: (angrily) You knew about this and you didn't tell me?

GILES: I hadn't seen it since my Ripper days. I had no idea it was going on in Sunnydale.

BUFFY: Well, it is. (Giles frowns) And I'm gonna stop it.

She turns toward a large trunk and opens it, revealing a stash of weapons.

GILES: Buffy, even if I had known about this, I might not have told you right now.

Buffy whirls around.

BUFFY: What? Why?

GILES: Well, I'm not sure this is where your efforts are best spent. Perhaps you should focus on ... a less ambiguous evil. Glory, for instance?

BUFFY: You said people are dying.

GILES: They're willing victims. I mean, there are people out there who deserve your help who aren't.

BUFFY: Vampires are vampires. And my job description is pretty clear. (They all look uneasy) Are you coming with me or not?

XANDER: What's the rush, Buff? If we're going into a nest, maybe we should come up with a strategy. Wait for Riley.

Buffy scowls in extreme displeasure.

BUFFY: Back me up or not. I'm going.

She stalks out. Giles looks conflicted, but he and Xander begin to collect their things.

GILES: Anya, will you mind the store?

Anya nods. The others gather up jackets and stakes, and leave. Anya watches them go with a smile.

ANYA: Have a nice day! Don't get killed.

The bell jingles as they exit.

Cut to: inside the warehouse. Buffy and Giles are coming down the interior stairs.

BUFFY: I don't understand. This place was doing serious business last night.

We see that the place is deserted. Willow and Xander are on the main floor. A small grill sits on a table, with a fire burning in it.

XANDER: Well, I guess everybody jumped ship once the word got out that the slayer found their crib. (pauses) I just want to apologize for the use of the word 'crib.'

BUFFY: (to Giles) Do you think they'll set up shop again in town?

GILES: It's hard to say. I'm sure they'll lie low for a bit.

BUFFY: But they're around somewhere. There's gotta be a way to find these creeps.

WILLOW: Don't worry, Buff, you'll find them.

XANDER: Yeah, I'm sure you'll get them next time, champ.

Buffy does her angry expression again. She grabs the grill and throws it against a wall. The fire begins to spread. Buffy stalks out as the others stare at her. Willow follows in her footsteps. Xander and Giles follow more slowly, looking concerned.

Cut to: Spike sitting in his armchair in his crypt, holding a bottle of alcohol. He pulls out the cork, sighs, and lifts the bottle to take a swig. The door bursts open and Riley enters.

SPIKE: What took you? (Puts the cork back in and sets the bottle aside) Guess it takes a while to get back to full strength after those bites.

Riley grabs Spike by the shirt and pulls him up out of the chair.

SPIKE: Hey! Hey, let's be reasonable about this.

Riley slams him up against a pillar.

RILEY: You may have noticed, Spike, (punches Spike in the face) I left reasonable about three exits back.

SPIKE: Look, I'm not the one who got you into this. Don't kill the messenger.

Riley scowls. He pulls back his arm and we see there's a stake in his hand. He plunges it into Spike's chest. Spike gasps.

RILEY: Why the hell not?

Blackout.

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Act III

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Fade back in on Riley holding the stake in Spike's chest.

SPIKE: (yelling) Ow! Bloody hell! Oh god! (quieter) Hey.

He looks down at his chest as he realizes he hasn't been dusted yet. Riley yanks the stake out. Spike grabs his chest in pain, and stares at the stake.

RILEY: Plastic wood-grain. Looks real, doesn't it? (Grabs Spike's shirt again) Don't think I don't know what's goin' on with you, Spike. (They glare at each other) Stay away from her. Or we'll do this for real next time.

He pats Spike on the cheek and walks away. Spike leans against the pillar panting. He's still clutching his chest, but he begins to chuckle, and Riley turns back.

SPIKE: (chuckling) Oh, man. You are really under it, aren't you?

RILEY: (angrily) What?

SPIKE: Look at you. All afraid I'm hot for your honey.

RILEY: (walks back toward Spike) Because you are.

SPIKE: Well ... yeah. But that's not your problem. Even if I wasn't in the picture, you're never gonna be able to hold onto her.

Riley puts his hand over Spike's hand that is covering the wound. He pushes his hand deeper into it.

SPIKE: Ow, bloody hell!

RILEY: Maybe I didn't almost kill you enough.

SPIKE: (in pain) Come on. You're not the long haul guy and you know it.

RILEY: Shut up.

SPIKE: You know it. Or else you wouldn't be getting suck jobs from two-bit vampire trulls.

Riley looks annoyed, lets go of Spike. Spike continues panting.

SPIKE: The girl needs some monster in her man ... and that's not in your nature... (He pushes away from the pillar, still holding his chest, and goes to sit in his chair) ...no matter how low you try to go.

Spike sits back with an expression of pain. Riley paces around restlessly. Spike reaches for his bottle and begins to remove the cork again.

RILEY: You actually think you've got a shot with her?

SPIKE: No, I don't. (removes cork) Fella's gotta try, though. Gotta do what he can. (Drinks) RILEY: If you touched her... you know I'd kill you for real.

SPIKE: I had this chip outta my head, I'da killed you long ago. (Replaces cork) Ain't love grand?

Spike tosses the bottle to Riley, who catches it and removes the cork again. He sits on a nearby coffin and takes a sip.

SPIKE: (quietly) Sometimes I envy you so much it chokes me. (They exchange a look) And sometimes I think I got the better deal. (sighs) To be that close to her and not have her. To be all alone even when you're holding her. Feeling her, feeling her beneath you. Surrounding you. The scent ... (louder) No, you got the better deal.

Riley looks over at Spike, takes another drink.

RILEY: (bitterly) I'm the lucky guy. (shakes his head) Yeah.

Long shot of the two of them sitting together. Riley tosses the bottle back to Spike.

RILEY: I'm the guy.

Spike takes another swig. They sit there together.

Cut to Buffy in her workout room, beating on a punching bag. She grunts angrily and scowls as she punches over and over.

Cut to the main room of the magic shop. Anya is going over paperwork behind the counter. Xander stands on the other side of the counter looking toward the back room.

XANDER: How long has she been in there?

ANYA: A while now. Seems pretty gung-ho about it too. Didn't even stop to say hello.

XANDER: Yeah, when we went to deal with that vampire nest, she got all Rambo and torched the place. (Anya looks up) Something seriously bad is going on with her.

ANYA: Oh, I don't know, maybe you're overreacting. I mean, who hasn't done stuff like that from time to time? I mean, I made this one guy spontaneously combust, (the door bell jingles) and he set his whole village on fire.

We see Riley entering.

XANDER: Can you stop being scary for a minute and listen to what I'm trying to tell you?

Riley approaches and Xander turns to face him. Riley nods toward the back.

RILEY: She in there?

XANDER: She's training.

RILEY: (nods) Would you guys mind clearing out? I need a minute alone with her.

Xander nods, goes to get his jacket.

ANYA: (to Riley) A little after-hours hanky-panky in the training room, huh? (She comes out from behind the counter as Riley walks toward the back) Boy, Xander and I could tell you some stories...

XANDER: Not now. Let's go, Anya. (He and Anya begin walking out)

ANYA: (calling over her shoulder) There's a funny thing with the vaulting horse that you can tr...

XANDER: Anya!

ANYA: What? He started it.

XANDER: In your world, maybe, but where the people are, this isn't the time for 'Tales of Anya and Xander's Sexcapades.'

ANYA: Oh. (Stops walking and turns to him) Uh, well, maybe we can go home and, you know, have 'em.

XANDER: Actually, I've got some stuff to take care of.

He walks past her and opens the door to leave. Anya follows him.

Cut to Buffy still punching. Riley walks in behind her.

RILEY: We need to talk.

BUFFY: (continues punching) I'm not ready to talk to you yet.

Riley walks forward, removing his jacket and tossing it aside.

RILEY: Too bad.

He takes hold of the punching bag. Buffy stops punching.

BUFFY: I'm serious. (turns away) Unless you wanna fight.

RILEY: So let's fight. We need to have this out, Buffy. Right now.

Buffy turns back, annoyed.

BUFFY: And say what, Riley? 'What were you thinking? How long have you been lying to me?' Nothing you say right now is gonna make this better.

She turns away again. Riley moves forward.

RILEY: I realize that. (Grabs her arm and turns her around) I don't expect... (angrily) I just need you to hear me out.

BUFFY: (quietly) Fine. Get your hand off of me.

He lets go of her arm, sighs, walks a few steps away.

RILEY: I think, when this thing started, it was just some stupid, immature game. I wanted to even the score after you let Dracula bite you.

BUFFY: I did not *let* Dracula-

RILEY: I know. On some level I know that. But I was still spun. (pause) I don't know, I - I wanted to know what you felt. I wanted to know why Dracula and Angel have so much power over you.

BUFFY: (shakes her head) You so don't get it.

RILEY: I wanted to get it, Buffy. I wanted to get you.

BUFFY: So this is my fault? Hey, gee, Buffy's so mysterious, I think I'll go out and almost die. I think I'll go and let some other w... (She stops and looks down.)

RILEY: This isn't your fault. It's mine. I feel like hell for what I've put you through. (Buffy still doesn't look at him) It's just... (sighs) these girls-

BUFFY: Vampires. Killers.

RILEY: They made me feel something, Buffy. Something I didn't even know I was missing until-

BUFFY: I can't. I can't hear this.

She turns away again and Riley grabs her arm again.

RILEY: You *need* to hear this.

Buffy pulls her arm away, walks a few steps away.

BUFFY: Fine. Fine! Tell me about your whores! Tell me what on earth they were giving you that I can't.

RILEY: They needed me.

BUFFY: They needed your money. It wasn't about you.

RILEY: (walks closer to her) No. On some basic level it *was* about me. My blood, my body. (sighs) When they bit me ... it was beyond passion. They wanted to devour me, all of me.

BUFFY: (teary) Why are you telling me this?

RILEY: It wasn't real. I know, it was just physical. But the fact that I craved it ... that, that I kept going back ... even if it was fleeting, they made me feel like they had such... hunger for me.

BUFFY: And I don't ... make you feel that way? (Riley looks away) How on earth can you compare me to that? How can you tell me you understand what those vampires are feeling? You aren't a passion to them, you are a snack! A willing, idiotic snack.

RILEY: (angrily) No, I know exactly what they feel when they bite me, because I feel it every time we're together. It's like the whole world falls away. And all there is is you.

BUFFY: And you think that I don't feel the same way about you? How dare you tell me what I feel?

RILEY: You keep me at a distance, Buffy. You didn't even call me when your mom went into the hospital.

BUFFY: (incredulously) Oh, I'm sorry. You know, um, I'm sorry that I couldn't take care of you when I thought that my mother was dying.

RILEY: It's about me taking care of you! It's about letting me in. So you don't have to be on top of everything all the time.

BUFFY: But I do. That's part of what being a slayer is. (shakes her head) And that's what this is really about, isn't it? You can't handle the fact that I'm stronger than you.

RILEY: It's hard sometimes, yeah. But that's not it.

BUFFY: Then what? What else do you want from me, Riley? I've given you everything that I have, I've given you my heart, my body and soul!

RILEY: You say that, but I don't feel it. I just don't feel it.

BUFFY: Well, whose fault its that? Because I'm telling you, this is it, this is me. This is the package. And if it's so deficient that you need to get your kicks elsewhere ... then we really have a problem.

They both stare at each other silently for a moment. Then Buffy looks down. Riley sighs.

RILEY: They want me back, Buffy ... the military. (Buffy looks up in shock) It's deep undercover, no contact with civilians. Transport's leaving tonight.

BUFFY: Tonight? When were you gonna tell me about this?

RILEY: I'm telling you now.

BUFFY: Are you going?

RILEY: I don't know. If we can't work this out...

BUFFY: Then what? This is goodbye? (Riley shrugs. Buffy gets mad.) You are unbelievable. You're giving me an ultimatum?

RILEY: No, I'm not.

BUFFY: Yes you are! You expect me to get over it now or you're gone!

RILEY: I don't, Buffy, that's not what I meant.

BUFFY: Well, I have heard enough. (angrily) I will not take the blame for this. (Starts to walk away.)

RILEY: I'm not asking you to. (Grabs her arm yet again)

BUFFY: Let go of me! (pulls her arm away)

RILEY: Or what? You'll hit me? (She stares at him. He spreads his arms out.) Go ahead. Come on, do it.

BUFFY: Get out of my way.

RILEY: I'm serious, Buffy, hit me. Hit me.

He walks right up to her. She walks around him and takes her jacket off a hook.

RILEY: I'm leaving, Buffy.

She stops walking but doesn't turn to face him. He turns to speak to her back.

RILEY: Unless you give me a reason to stay ... I'm leaving tonight.

Buffy opens the door and walks out, closing it behind her. Riley looks upset.

Cut to Buffy walking through dark alleys. Suddenly Vamp #2 and another vamp appear behind her. Buffy slows, then stops and turns to face them.

VAMP2: The pyro act was a bad idea, slayer.

BUFFY: Felt pretty good to me.

VAMP2: I'm not running. And you're not shutting me down.

More vampires appear, surrounding Buffy. Overhead shot of her looking around as they form a loose circle around her. There are about ten of them in total.

VAMP2: In fact ... you're not gonna make it through the night. Blackout.

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

Act IV

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Fade back in on Buffy surrounded by vamps. She looks at them, and speaks to Vamp 2.

BUFFY: Walk away. (Vamp 2 moves closer) I'm serious. Don't do this. Not now.

Vamp 2 lunges at her and she shoves him. He flies backward into some large tubes. The other vamps attack.

Buffy backhands Vamp 3, kicks Vamp 4 in the face, spins around to punch Vamp 5. Then Vamp 4 attacks her with a long staff. She punches him in the face, takes the staff and uses it to stake Vamp 6 behind her. She hits Vamp 4 in the face with the staff, dusts Vamp 7, punches Vamp 8, and quickly dusts three more vamps with three quick jabs of the staff. She pauses and faces down Vamp 2. He runs at her, and as he flies over her head she stakes him. She turns and puts the staff to the throat of the last vamp, a woman, who stands still looking scared.

Brief shot of Riley being bitten from earlier in the episode, as Buffy realizes the vamp she now faces is the one who was drinking from Riley.

Buffy slowly lowers the staff. The vampire looks surprised, then turns and begins to run away down the alley.

Buffy stands there looking thoughtful. After a moment she lifts the staff and throws it like a javelin. It flies down the alley and dusts the female vamp as she's running.

Buffy stands there staring down the alley. Someone comes up behind her.

XANDER: So, how'd that work out for ya?

Buffy turns to see Xander emerging from the shadows.

XANDER: Make you feel better?

BUFFY: What are you doing here?

XANDER: I thought you might need to talk. Then I saw the skirmish happen. I was gonna lend a hand, but I noticed you grew a few extra ones.

BUFFY: (angrily) Go home, Xander.

She turns and starts to stride away.

XANDER: Buffy.

BUFFY: (turns back) I'm serious!

XANDER: So am I. Something's up. You're acting like a crazy person.

Buffy turns and begins walking away again. Xander follows.

Buffy pushes aside a large metal door and enters a random building. Xander enters after her.

Cut to interior of another warehouse. Boxes and metal cans are stacked neatly on metal shelving. Buffy walks over to a set of shelves backed by a metal grating and leans her face against it. Xander walks in behind her.

XANDER: Take this, for instance. You don't wanna deal, so you hide? It's not very slayer-like.

BUFFY: Just leave me alone, Xander. You have no idea what's going on.

XANDER: No? Good, so you and Riley *aren't* imploding? (Buffy turns to face him in surprise) It doesn't take a genius. What I can't figure out is how you never saw it coming.

BUFFY: What? Who told you?

XANDER: Nobody told me anything, Buffy. It was right in front of my Xander face. The guy would do anything for you.

BUFFY: The guy got himself bit by a vampire! (Xander is surprised) He lied to me. He ran around behind my back and almost got himself killed! And now he tells me that he's leaving with some covert military operation at midnight unless *I* convince him not to. Now tell me that you understand. Because I sure as hell don't.

XANDER: You gonna let him go?

BUFFY: (sighs) It's not my decision to make.

XANDER: Of course it is.

BUFFY: Well, it's not fair.

XANDER: Who cares if it's fair? In about twenty minutes, Riley's gonna disappear, maybe forever, unless you do something to stop him.

BUFFY: What am I supposed to do? Beg him to stay?

XANDER: (in disbelief) Why wouldn't you? To keep Riley here-

BUFFY: I don't even know who he is any more. I mean, I thought he was ... dependable.

XANDER: Dependable? What is he, State Farm?

BUFFY: You know what I mean.

XANDER: Yeah. I think you mean convenient. I think you took it for granted that he was gonna show up when you wanted him to, and take off when you didn't.

BUFFY: Look who's talking. Look who has Anya following him around like a lovesick puppy.

XANDER: Oh boy, is this *not* about me.

BUFFY: Is she more than a convenience? 'Cause that would kinda be a surprise.

XANDER: (angrily) If you don't wanna hear what I have to say, I'll shut up right now.

BUFFY: Good, 'cause I don't.

She starts to walk off. Xander intercepts her.

XANDER: I lied. See, what I think, you got burned with Angel, then Riley shows up.

BUFFY: I know the story, Xander.

XANDER: But you miss the point. You shut down, Buffy. And you've been treating Riley like the rebound guy. When he's the one that comes along once in a lifetime. (Buffy looks dismayed) He's never held back with you. He's risked everything. And you're about to let him fly because you don't like ultimatums?

Buffy's eyes begin to water as Xander's words finally get through.

XANDER: If he's not the guy, if what he needs from you just isn't there, (shakes head) let him go. Break his heart, and make it a clean break. But if you really think you can love this guy ... I'm talking scary, messy, no-emotions-barred need ... if you're ready for that ... then think about what you're about to lose.

Buffy looks up at him, then looks around anxiously. There are tears in her eyes.

BUFFY: Xander...

XANDER: Run.

She turns and runs out. Xander watches as the door slams behind her.

Cut to: Buffy running as hard as she can, down the main street of Sunnydale, her expression still anxious.

Shot of Riley standing next to a helicopter, looking around.

Buffy runs along in the street, turns a corner and enters a more residential neighborhood.

Riley continues to look around, checks his watch. Behind him the helicopter blades begin to turn slowly.

Buffy runs down quiet streets.

Riley looks at the ground, looking very disappointed. The helicopter blades move faster and faster.

Buffy runs through a foresty area and down some wooden stairs.

Riley stares at the two trees between which he wants Buffy to appear. She doesn't. He turns and gets into the helicopter next to Graham.

Buffy runs through the forest and comes out on the helipad. The helicopter is already off the ground and rising fast.

BUFFY: Riley! Riley!

Shot of Riley inside the helicopter, staring grimly out the front window. Behind him we can see out the helicopter door and we see Buffy on the ground yelling up at him.

BUFFY: Riley! Riley!

He doesn't hear her and continues to stare out the front. Buffy watches as the helicopter rises and flies away.

Cut to: Buffy walking slowly down the residential streets.

XANDER VOICEOVER: I've gotta say something...

Cut to: Anya's apartment. Anya is in her nightgown, sitting on the bed.

XANDER: 'Cause ... I don't think I've made it clear.

Anya stands up. Xander walks toward her.

XANDER: I'm in love with you.

He walks closer toward her, and she toward him.

XANDER: Powerfully, painfully in love. The things you do ... the way you think ... the way you move ... I get excited every time I'm about to see you.

They are up close now, looking at each other. Anya smiles slightly, looking a little teary.

XANDER: You make me feel like I've never felt before in my life. Like a man. (Pause. He shrugs uneasily) I just thought you might wanna know.

Anya moves up to him and they kiss.

Cut to Buffy entering the dark Summers house. She walks partway up the stairs and then sits down, looking sad.

Her image fades into the image of Riley sitting in the helicopter with the dark town of Sunnydale laid out below him.

Blackout.

In Memory of D.C. Gustafson.

Executive Producer: Joss Whedon.