SelflessAugust 25, 2002 (WHITE)Written by: Drew Goddard

Directed by: David Solomon

TeaserFADE IN:

INT. SUMMERS' HOME - WILLOW'S ROOM - NIGHTWILLOW and DAWN sort through clothes on the bed. Willow's room has been changed around a bit since last wesaw it -- she's finally settling in.

DAWNMy advice to you is do exactly what

everyone else does, all the time.WILLOW

(humoring her)Got it.DAWN

Do what everyone else does, wear whateveryone else wears, say what

everyone else says.WILLOWOkay.DAWN

People may say something you don'tunderstand. Don't be afraid to keep

your month shut and pretend like youknow what they're talking about.

WILLOWYou know, I've been to college

before, Dawn.DAWN

They may say something like, "Myprotein window closes in an hour."

Just smile and nod.(pause)

Turns out it has something to do withfitness.

BUFFY and XANDER walk in, carrying a dresser between them. They're wrapped up in their own conversation.BUFFY

So have you talked to her?XANDER

Not since that night with the Gnarldemon. And that wasn't exactly the

"how have you been?" kind of talking.More the "pierce its eyes with

something sharp" kind of talking.(pause)

I'm thinking I should call her.BUFFY

I just don't want you to get yourhopes up, that's all.

XANDERHopes? Oh no no -- there are no

hopes. Anya and I are done, I lovebeing single. I'm a strong

successful male who's giddy at thethought of all the women I will no

doubt be dating in the near future --BUFFY

Strong successful males say "giddy?"XANDER

I just worry about her, that's all.WILLOWAnya?

Xander looks over, nods.XANDER

She seems so sad.DAWN

She should try acting like everyoneelse more.WILLOW

That's what the kids are doing now adays.BUFFY

I'm not sure I get the sad vibe, butthere's definitely a vengeance vibe

worth worrying about.XANDER

Oh that -- no. I don't worry aboutthat. She was hurt and she just

turned to what she knew when I... youknow... but that's not her anymore.

BUFFYI hope you're right.

XANDERShe turned that worm guy back before

any real harm was done right? Itjust takes a little time. Her

heart's not in it...Xander thinks about it, convinces himself.

XANDER (cont'd)I really think she's coming around.

INT. FRATERNITY - REC ROOM - NIGHTBlood. Everywhere.We're in the sparsely decorated Rec Room of a fraternity house. We see the aftermath of a slaughter -- the blood-soaked bodies of twelve FRATERNITY BOYS lay scattered about the room. We TRACK slowly over them all,revealing the carnage little by little.As we get a closer look at the bodies, we realize their hearts have been ripped out of their chests.At the end we FIND ANYA, similarly blood-soaked, crouched in the corner. She's dazed, shocked. She's softlytalking to herself. We barely make it out:

ANYA(whispered)

What have I done?END OF TEASER

Act OneINT. VIKING HOUSE - DAYCLOSE ON a cute little bunny rabbit. As a body sweeps past, scooping it up, we pull back and reveal that we're ina Viking cottage, circa late 9th century.SUBTITLE: Sjornjost, 880Anya (who, at this point in her life, is called. "Aud") breezes through the room happily. She's dressed in full Vikingregalia; leather, fur, braids.The cottage itself is very quaint: wood walls, dining table, chairs, kitchen-type area, large bed covered in furs.Twelve bunnies bound around on the floor. Anya nuzzles the one she's holding and sets it down with the others.She goes about her business, cheerfully preparing the table.Through the front door bursts OLAF (the human version.) He carries a large battle axe which, like the furs hewears, is stained with a black, blood-like substance.[NOTE: for the duration of this scene, the actors will be speaking Swedish. Their dialogue will be dubbed over(badly) by the actors in English.]

OLAF(Swedish)

Aud! Rara, vackra Aud!Jag r s hungrig s jagskulle kunna ata upp ett

litet barn!

OLAF(English)

Aud! Sweet, beautiful Aud!I am so hungry I could eat

a small child!

Anya runs to him, helps him set down his axe.

ANYA(Swedish)

Olaf! r du skadad? Duluktar blod och musk.

ANYA(English)

Olaf! Are you injured?You smell of blood and musk.

He laughs heartily.OLAF

(Swedish)Frukta inte! Det krvz mer

n en skara mindre trollfr att f ner stora Olaf!

OLAF(English)

Fear not! It takes morethan a band of minor trolls

to bring down the mighty Olaf!

ANYA(Swedish)

Troll!ANYA

(English)Trolls!

OLAF(Swedish)

h! De r verkligenvrickade kreatur. Blottatanken fr mej att g p

knna.

OLAF(English)

Oh! They are wretchedcreatures indeed. The merethought of them makes mebend at the knee and flex.

ANYA(Swedish)

Sitt ner kra du. Lt mejpassa upp dej lite.

ANYA(English)

Sweetheart, please, sitdown. Allow me to tend to

you.He waves her off, but sits anyway.

OLAF(Swedish)

Jag r ok. Verkligen.Fast jag tar grna lite

mjd.

OLAF(English)

I am fine. Really. Icould go for some mead,

though.

ANYA(Swedish)Ska bli.

ANYA(English)Certainly.

She hurries to the kitchen and pours mead from a jug into an oversized mug. Olaf looks around at the rabbits onthe floor.

OLAF(Swedish)

Fantiserar jag, eller rdet riktigt att vi har

otroligt mnga fler kaninerhr inne idag?

OLAF(English)

Is it my imagination, or dowe have substantially morerabbits in the house today?

ANYA(Swedish)

h, de frkar sig ssnabbt att det r --

ANYA(English)

Oh, they breed so quicklythat it's --

Olaf leaps to his feet.OLAF

(Swedish)Allt detta snack om

frkning fr mej att viljasjlv!

OLAF(English)

All this talk of breedingmakes me want to breed!

Anya hurries to him, hands him his mug.

ANYA(Swedish)

lskling, sjlvklart. Menhr -- drick din mjod frst.

ANYA(English)

Honey, of course. Buthere -- drink your mead

first.

OLAF(Swedish)

h, ja. Mjod.OLAF

(English)Ah, yes. Mead.

He sits back down. She checks him over.

ANYA(Swedish)

ANYA(English)

Did the trolls hurt you?Their mossy skin does not

reflect their churlish

reflect their churlishheart.

OLAF(Swedish; laughing)

Jag mr toppen -- Snlla,sluta grma dej ver mej.

Bertta om din dag.

OLAF(English; laughing)

I am fine -- Please, stopfretting over me. Tell me

of your day.

ANYA(Swedish; bright)

! Jag tvttade alla dinatunikor frn slaget vid

Asgoth, Jag smidde tvhammare och ett litet svrd

till dej och s lrde jagmej ett nytt recept p ox-

goblin som jag tror dukommer att gilla.

ANYA(English; bright)

Okay! Well, I was able toget all your tunics from

the battle of Asgothcleaned, I smelted you twohammers and a small swordand I learned a new recipefor ox-goblin that I think

you'll enjoy.At this point, the live-Olaf happily says several words, but on the dubtrack we hear only:

OLAF(Swedish)

Mmmmmm...OLAF

(English)Mmmmmm...

ANYA(Swedish)

Och den snabba tillvxtenav dina kaniner --

lskling, sitt ner -- hargett mej en id. Jag

skulle kunna ge verskottettill folket I stan, inte Iutbyte mot gods eller

service, men fr gott rykteoch knslan av utfrande

som kommer frnosjlviskheten att ge till

andra.

ANYA(English)

And the rapid reproductiverate of our rabbits --

honey, sit down -- hasgiven me an idea. I can

give the excess out to thetownspeople, exchanging

them not for goods orservices but for goodwill

and the sense ofaccomplishment that stems

from selflessly giving ofyourself to others.

Live-Olaf laughs heartily. The laughing on the dubtrack stops long. before he is through.OLAF

(Swedish)Kra Aud! Din logik r

vansinnig och impulsiv, somett trolls. Inte s

konstigt att bargarnapratar om dej.

OLAF(English)

Sweet Aud! Your logic isinsane and happenstance,

like that of a troll. Itis no wonder the barmatrons talk of you.

Anya's face falls.ANYA

(Swedish)Du har varit p krogen...

ANYA(English)

You've been to the bar...

OLAF(Swedish)

OLAF(English)

Oh, Aud. Forget it andplease me now.

ANYA(Swedish)

Jag tycker inte om att dugr dit.

ANYA(English)

I do not like you goingthere.

OLAF(Swedish)

Det r inte mitt fel att deinte r vnliga mot dej.

Du har alltid varitaggressiv fr att du inte

gr ihop med folk. Dusger vad du tycker och r

mest besvrande.(he smiles)

Det r en av egenskapernajag lskar mest hos dej.

OLAF(English)

It is not my fault theydon't take kindly to you.You've always been mostaggressive in your not-fitting-in with people.

You speak your mind, andare annoying.(he smiles)

It's one of the things Ilove most about you.

ANYA(Swedish)

Var Rannveig there?ANYA

(English)Was Rennveig there?

OLAF(Swedish)

Ahh! Jag har sagttusentals gnger att jag

inte har ngot intresse avdenna Rannveig. Hennes

hfter r stora ochkraftiga, som en Baltisk

kvinna.

OLAF(English)

Bah! I've told you athousand times: I have nointerest in this Rannveig.

Her hips are large and load-bearing, like a Baltic

woman.

He pulls her over to him happily.

OLAF(Swedish)

Du r mycket mer min smak.Dina hfter r sm, som en

Baltisk kvinna frn enngot mer ofruktbar region.

OLAF(English)

You are much more to myliking. Your hips are

small, like a Baltic womanfrom a slightly more arid

region.He sits her on his lap and strokes her face.

OLAF(Swedish)

Du r min perfekthet Aud.Jag skulle aldrig kunna halustar fr ngon annan.

OLAF(English)

You are my perfect Aud. Icould never want for

another.She warms to him again, nestles in as he holds her.

ANYA(Swedish)

Frlt. Det r bara attjag lskar dej s mycket...

Ibland knna det som om jagskulle kunna brista. Jag

skulle inte kunna leva utandej.

ANYA(English)

I am sorry. I simply loveyou so much... I feel asthough I could burst attimes. I could not live

without you.

Olaf laughs heartily.OLAF

(Swedish)Frukta inte, kra Aud, du kommer alltid att vara min

vackra flicka.

OLAF(English)

Fear not, sweet Aud, you'llalways be my beautiful girl.

HARD CUT TO:INT. FRATERNITY - BATHROOM - DAWNAnya, bloodstained, at the sink. The bathroom is cold and sterile, starkly contrasting the warmth of the previousscene.Anya scrubs blood off her hands, arms. Her face is blank. Her scrubbing becomes more and more frantic. She triesvery hard not to look at herself in the mirror, but occasionally she catches glimpses of her bloodstained face.Her expression remains blank

SPIKE (PRELAP)I don't trust what I see anymore.

INT. HIGH SCHOOL BASEMENT - DAYSpike is crouched in the corner, talking to Buffy. She kneels very close to him. He seems lucid, normal (for Spike,at least.)

SPIKEDunno how to explain it, exactly.It's like I been seeing things...

BUFFYWhat sort of things?

SPIKE(shrugs)

Things. People, I guess.He looks around, thinking.

SPIKE (cont'd)Dru used to see things, you know.

She'd always be staring off into thesky, watching cherubs burn or heavens

bleed or some nonsense.(pause)

I used to stare at her and think

she'd gone completely sack of hammers.He thinks back, smiling.

SPIKE (cont'd)But she'd see the sky when we wereinside and it'd make her so happy.

She'd see showers. She'd see stars.(his face falls)Now I see her.

BUFFYSpike --SPIKE

I'm in trouble, Buffy.Buffy

I can help you.SPIKE

I could never ask. Not after...BUFFY

It's different, You're different.SPIKE

I could never ask...BUFFY

Spike, it's me. It's you and it it'sme. And we'll get through this.

Spike looks at her. Tears well up in his eyes.SPIKE

Never...BUFFY

We'll get through this.She reaches out to him. Touches his face with compassion. He begins to cry in earnest.As this happens, we slowly PAN away from them. We find the doorway to the basement. And the REAL BUFFYwalks in.She sees Spike across the room, holding himself. Crying. Alone. She stays across the room when she speaks tohim. We feel the distance between them.

BUFFY (cont'd)Spike, this basement is killing you.

He looks up, tears in his eyes. Scared. He doesn't know what's real.BUFFY (cont'd)

This is the Hellmouth. There'ssomething bad down here. Possibly

everything bad.He begins to laugh. His laugh is painful, empty.

SPIKECan't hear you... Can't hear you...

BUFFYYou have a soul? Fine. Show me,

SPIKEScream "Montresor" all you like, pet.

BUFFYGet up and get out of this basement.

He looks around, becoming more lucid. Fresh tears begin to flow.SPIKE

(softly)I don't have anywhere else to go.

BUFFYYou have everywhere else to go.

Because there's no place worse thanwhere you are right now.

Off Spike, we cut to:EXT. UNIVERSITY OF CALIFORNIA SUNNYDALE - CAMPUS - DAYWillow walks across campus with PROFESSOR HAWKINS (late 40s, academic-type.) She's very eager, speakingquickly.

WILLOW... and it's not like I've been gonethat long. I've already done all the

reading I've missed and I can come tooffice hours and I can sign up --

He interrupts her, laughing.PROFESSOR HAWKINS

Willow, Willow -- it's okay. We'llget you caught up in no time.

WILLOWReally?

PROFESSOR HAWKINSWhat am I gonna say -- "No, I don'twant my best student back in my

class?"She beams; she's in her element.

PROFESSOR HAWKINS (cont'd)Of course I noticed that drop-off inyour grades at midterms last year,

and I was concerned --WILLOW

That was --PROFESSOR HAWKINS

-- but then, voila!, you turnedaround and aced all your finals.

Like magic.Her face falls. She laughs uncomfortably.

WILLOWYeah... similar to... but only...

PROPESSOR HAWKINSLook, cone see me during office hours

tomorrow --As they walk they pass the outside of the fraternity house. Willow spots Anya (wearing a full-length coat to coverthe bloodstains on her clothes) walking out the front door.

PROFESSOR HAWKINS (cont'd)-- and we'll talk about what we need

to do to get you caught up.WILLOW

(distracted)Oh -- okay. Thanks professor.

She turns in Anya's direction.EXT. U. C. SUNNYDALE - CAMPUS - MOMENTS LATERWillow hurries after Anya, who's walking away rapidly.

WILLOWAnya! Anya!

Anya spins around. She's nervous, out of it.ANYA

Willow.(looking around)

What are you doing here?WILLOW

Oh! I'm starting back up at school.Anya nods curtly. She's trying to get out of here as quickly as possible.

WILLOW (cont'd)Yeah, I can't believe how great

everyone's been.I was a little worried, but I already

have books and homework and they evensaid they'd give me periodic surprisequizzes to make up for the ones I

missed and...Anya's looking around, not paying attention.

WILLOW (cont'd)What -- what are you doing here...

walking out of a fraternity house...in the middle of the day...

ANYA(searching)

Oh. I, uh, have a new boyfriend now.He lives there.

WILLOWThat's great!

ANYAYes. We just had lots and lots of

sex.WILLOWOkay.

(pause)This is so great. I'm so happy to

hear that you've --As Willow talks, Anya nervously reaches up and smooths back her own hair. As she does so, she reveals that theback of her hand is glistening wet with BLOOD.Willow's eyes go wide.

WILLOW (cont'd)-- moved on.

Anya's unaware what Willow has seen.ANYA

Yes, we're tremendously happytogether. Now, if you'll excuse me,

I'm late for something... veryimportant.WILLOW(quietly)

Uh, okay, yeah. See you later.Anya hurries off. Willow looks back at the frat house, fear in her eyes.INT. FRATERNITY - MAIN ROOM - DAYWillow walks into the house.

WILLOWHello? Is anyb --

She cuts off abruptly as she steps in and gets a good look at the MAIN ROOM, the large open area of the housewhere people would congregate for social gatherings. There's basic furniture: sofas, chairs, footstools, but for themost part the room is very open.There's blood all over the place (tastefully and appropriately shown, of course.) Stains splatter the walls, floor.They seem to localize around the Rec Room door, as though something slaughtered people in the main room anddragged them into the Rec Room.Willow slowly walks through the room, terror visible on her face. She notices the stains, looks at the Rec Roomdoor. She steels her nerve.INT. FRATERNITY - REC ROOM - DAYThe bloodstained door swings open toward us, revealing Willow in the door frame. She gasps as she sees thecarnage we saw in the teaser. We stay on Willow -- we don't see the slaughter. She's frozen in horror, shock.Before she can fully process what she's seeing, we HEAR a soft, terrified VOICE emanating from elsewhere in thehouse:

VOICE... I take it back I take it back I

take it back...Willow looks over her shoulder.INT. FRATERNITY - MAIN ROOM - DAYWillow crosses the Main Room, heading toward the sound of the voice, which seems to be coming from a closet.

VOICE...I take it back I take back I...

Willow opens the closet door and finds a young woman (early 20s, call her RACHEL.) Rachel is crouched in thecloset, clutching her knees, hiding. She's bloodstained. She's out- of-her-mind with fear. She doesn't initiallyacknowledge Willow.

RACHEL...take it back I take it back...

Willow crouches down next to her.

WILLOWIt's okay. It's okay...

Rachel seems to notice Willow, but doesn't look directly at her.RACHEL

...I take it .....WILLOW

What do you take back? What happened?Rachel laughs and her laugh is hollow, soft. When she speaks it's as though she's addressing someone far, faraway.

RACHELIt's gonna be a mixer, a party...

Everyone's gonna be there, everyone'sbringing a date... I'll have a great

time...She trails off, looking around.

RACHEL (cont'd)But... it was just me... and them...

he broke up with me in front ofthem... It was a game...

(laughs)It was all a game...

WILLOWIt's okay. You're okay now.

RACHELThey laughed and they laughed... and

I cried... they laughed... And Iyelled...

There's a pause as she looks far away.RACHEL (cont'd)

"Just once, I wish you could all feelwhat it's like to have your hearts

ripped out... Just once... I wish..."(laughs silently)

And then it came...Willow goes into action mode. She stands up and tries, unsuccessfully, to get Rachel on her feet.

WILLOWOkay, c'mon... what came? What did

this?RACHEL

A spider...Willow looks around, side to side.

WILLOWWhere did it go?

Rachel laughs and looks directly up at Willow, focusing on her for the first time all scene.RACHEL

What do you mean?We reverse to look up at Willow from Rachel's POV. And just as Willow says

WILLOWThe spider. Where is it now?

A horrible SPIDER DEMON (CGI) slowly crawls into frame on the ceiling above her.OMITTED

BLACK OUT.END OF ACT ONE

Act TwoEXT. VIKING VILLAGE - DAYVIKING CHAOS. An ANGRY MOB of people runs all over the place, screaming, in and out of frame. We're back in the9th century, only now we're on the streets of the village itself. A fev thatchwork Viking houses line the streets.We're able to make out some of the screams (though the villagers are speaking Swedish and their screams aredubbed):

VILLAGER #1 VILLAGER #1

(Swedish)Ett troooooooolllll!

(English)Troooooooolllll!

VILLAGER #2(Swedish)

Det r det strsta trolljag ngonsin sett!

VILLAGER #2(English)

It's the largest troll I'veever seen!

VILLAGER #3(Swedish)

Spring! Gm era barn ochera prlarbeten!

VILLAGER #3(English)

Run! Hide your babies andyour beadwork!

Into the frame bursts Olaf. He's been transformed into the troll we met in "Triangle." He carries his giant HAMMER(also from "Triangle") He's crazed, confused and angry. He's also badly dubbed.

OLAF(Swedish)

ARRRRGGGH! ARRRRRRR!STANNA! DET R OLAF! JAR

R OLAF!

OLAF(English)

ARRRRGGGH! ARRRRRRR!STOP! IT IS OLAF! I AM

OLAF!We single out TWO VIKINGS from the mob:

VIKING #1(Swedish)

Trollet gr en Olafpersonifiering!

VIKING #1(English)

The troll is doing an Olafimpersonation!

VIKING #2(Swedish)

Sl honom med frukt ochvariationer av ktt!

VIKING #2(English)

Hit him with fruits andvarious meats!

A few BRAVE VILLAGERS rush forward and pelt Olaf with fruits and various meats.OLAF

(Swedish)AHHHHHRRRRHHHH!

OLAF(English)

AHHHHHRRRRHHHH!As this occurs, we begin to pull away from Olaf and the mob.We find Anya. She's removed from all the chaos. She watches it all with a sense of forlorn satisfaction.In the background, Olaf swings his hammer wildly and chases the screaming villagers out of frame.As Anya watches, a voice from behind her says:

VOICEImpressive.

Anya turns and finds D'HOFFRYN.[Note: while everyone else in this scene remains dubbed, Anya and D'Hoffryn speak perfectly understandableEnglish to one another.]

ANYA(shrugging)Thank you.D'HOFFRYN

What is that, a Woodlow TransmogrificSpell?ANYA

Thornton's Hope.D'HOFFRYN

Thornton's Hope...(pause)

But how did you get the troll element?ANYA

Eelsbane.D'HOFFRYNEelsbane.

(looks at sky)Brilliant.(beat)

What'd he do?ANYA

Bar matron.(pause)

A load-bearing bar matron.

D'HOFFRYNIs there any other kind?

(pause)I'm sorry -- how rude of me. Allowme to introduce myself. My name is

D'Hoffryn.ANYA

I am Aud.D'HOFFRYN

Are you? Hm. I'm afraid you don'tsee your true self.

(pause)You are Anyanka.

She looks at him -- what the hell are you talking about? In the background, Olaf chases the mob in and out offrame, swinging his hammer wildly (as this plays out, Olaf and the mob will cross in and out of frame several times,each time getting farther away from us.)

OLAF(Swedish)

ARRRRRRRRRRRGGGGHHHH!OLAF

(English)ARRRRRRRRRRRGGGGHHHH!

D'HOFFRYNI'm the patron of a... family of

sorts. We're Vengeance Demons. I'msure you've heard of us.

ANYANo. I'm sorry.D'HOFFRYN

Oh, well, that's quite --ANYA

Don't feel bad. I don't talk topeople much. I mean, I talk to them,but they don't talk to me. Except tosay, "Your questions are irksome" and"Perhaps you should take your fursand your literal interpretations to

the other side of the river."(beat)

I'm sure your group is quite wellknown.

In the backqround, Olaf chases the crowd through frame.OLAF

(Swedish)KOM HR, LILLE MAN! DU R

DELIKAT OCH SER UT SOM ENLEKSAK!

OLAF(English)

COME HERE, TINY MAN! YOUARE DELICATE AND TOYLIKE!

D'HOFFRYNAllow me to explain. We travel the

world, balancing the scales ofjustice. We... help people who can't

help themselves.Several VIKING WOMEN run SCREAMING in between them, interrupting. D'Hoffryn regards them with amusement,

D'HOFFRYN (cont'd)(laughing)

I get the sense that your talents arenot fully appreciated here, Anyanka.

We'd like to help you realize yourfull self. We'd like you to join us.

ANYAWhy do you keep calling me that? My

name is "Aud."D'HOYFRYN

Perhaps. But Anyanka is who you are.ANYA

(thinks)What would I have to do?

In the background, Olaf runs frantically through frame, angry mob hot on his heels.

OLAF(Swedish)

OLAF(English)

THE OXEN ARE SO SMALL THEYRESEMBLE DOGS!

D'HOFFRYNWhat you do best. Help wronged

women. Punish evil men.In the background, we hear Olaf scream and a LARGE TREE falls into frame and SMASHES one of the houses.

ANYA(hesitant)

Vengeance...D'HOFFRYN

But only to those that deserve it.ANYA

(bitterly)They all deserve it.

D'HOFFRYNThat's where I was going with that,

yeah.INT. FRATERNITY - MAIN ROOM - DAYWillow. Right where we left off. The Spider Demon on the ceiling rears its front legs up. Willow reads fear inRachel's face. She whips around, looking up, just as the Spider Demon LAUNCHES itself at her.

WILLOW(Latin)

Protege!WILLOW(English)Shield!

A magic FORCE SHIELD appears in front of her. The Spider Demon crashes into it, deflects into the wall.The Spider Demon shrieks and rears back again, and we get a better look at it:Think black-widow-from-hell. It's about the size of a large rottweiler and it's covered in horns and spikes. When itrears up we get a glimpse of a nasty SNAPPING MOUTH, which rocket-fire shoots in and out of its midsection.Willow's face is a mask of hard concentration as she struggles to maintain the Shield.Whip-fast the Demon launches itself at Willow.The Demon smashes into the Shield, deflecting off with force, and goes crashing through a nearby window to theoutside world.Still tense, Willow maintains the Shield, her eyes beginning to blacken (CGI) as she barks:

WILLOW(cold, evil)

For God's sake, shut your whimperingmouth.

Willow lets her arms drop, eyes normal. The Shield disappears. She turns to look at Rachel, who's crying,whimpering.

WILLOW (cont'd)I'm sorry...

She breathes. Breathes.INT. BUFFY'S OFFICE - DAYBuffy sits in her office at school, bored. She is leaning back in her chair, balancing a cup of pencils on herforehead, and spinning ever-so slowly.The phone RINGS and it all comes crashing down. She grabs clumsily for the phone, eager for the distraction.

BUFFYHello? Willow! Is everythi --

(pause)Wait. Okay. Wait. Spider Demon?

Are you all right?(pause)

Like how -- Uh-huh...She reaches for a pen and paper.

BUFFYNo no no no no -- don't even worry

about it. I'll get Xander. No. Youjust --

She writes as she talks.BUFFY (cont'd)

Yes. Of course. Of course.(pause)

Ripped out their hearts, mygod...

(on a dime)

Hey, did you get that Physics classyou wanted?

INT. ANYA'S APARTMENT - DAYAnya and HALLIE are sitting on the couch. Anya has changed out of her bloodstained clothes.

HALLIEIt's truly wonderful, Anyanka.

Anya nods.HALLLIE (cont'd)

There's already talk of having somesort of ceremony.

Anya tries to smileHALLIE (cont'd)

Everyone's so proud. I can't tellyou how many times today I've heardAnyanka's back to her old self again.

Anya looks away.HALLIE (cont'd)

Honey -- what is it? What's wrong?ANYA

Oh, it's nothing. I don't...(pause)

There was just so much screaming. Somuch blood.

Hallie doesn't see the problem. She nods happily. Uh-huh.ANYA (cont'd)

I had forgotten how much damage aGrimslaw Demon could do.

HALLIEOh, tell me about it. They can befeisty little guys. And impossibleto housetrain. Once they start

nesting, forg --She cuts herself off, realizing this was not the direction Anya was going.

HALLIE (cont'd)Are you okay? Did something happen?

Anya looks at her, feeling the ridiculousness of the question. She shakes her head, nods.ANYA

I guess I'm just a little rusty. Ididn't think it would hit me like

this.HALLIE

Ohhh, sweetie. This is perfectlynormal. We all go through this from

time to time. I remember, years ago,I covered this little chimney sweep'sparents in tuberculosis bacteria...

(she shudders)I couldn't sleep for two weeks.

ANYA(hopeful)Really?HALLIE

Oh, I threw up for an hour and a halfstraight.(laughs)

It's normal. It's a reflex. You'llget over it in no time. Trust me.

Anya relaxes a little.ANYA

Oh Hallie, I can't tell you how goodit is... thank goodness you're here.

Hallie reaches over and rubs her arm lovingly.HALLIE

Sweetie. Of course.

ANYAIt's just, lately, with everythingthat's been going on, I've beenhaving trouble even rememb --

She's interrupted by the sound of a door being yanked open. They both look up.And there stands Willow. Cold, focused. She throws an icy glare at Hallie.

WILLOWGet out.

Hallie laughs.HALLIE

Lemon drop, if you think I'm --WILLOWGet. Out.

Hallie's taken aback, scared. Anya looks at her. She doesn't want to involve her friend in this.ANYA

It's okay.HALLIE

Anyanka.Anya stands up, looks at Willow.

ANYAIt's fine.HALLIE

Okay... but if you need me, youholler.

Hallie stands up, smiles at Willow, and TELEPORTS away.There's a beat as Anya and Willow size each other up. Then:

ANYA(sarcastic)Hi Willow.WILLOW

Anya, you have to stop this.ANYA

I don't have any idea what you're --Willow holds up a hand. Don't even bother. Anya readjusts.

ANYA (cont'd)Do you know what they did to her? Do

you? It was a game. They werehumiliating her.

WILLOWAnya listen to me. You're in

trouble. You know it. I'm here tohelp you.

ANYAYou're here to --

(laughs)That's great, Willow. Flayed anybodylately, have you? How quickly they

forget.WILLOW(softly)

I haven't forgotten a second of it.Pause. Anya sighs, exhausted.

ANYAWhat do you want?

WILLOWI want to help y --

ANYAThey got what they deserved!

Willow's taken aback.WILLOW

No. They...

ANYAI'm a Vengeance Demon. Do you

understand that?WILLOW

No...ANYATry.

(completely uncertain)They got what they deserved.

EXT. WOODS - DAYBuffy and Xander walk through the woods, upbeat, on a mission. Buffy carries an axe and Xander carries a smallsword.

BUFFYThanks for the sidekicking. I didn't

want to trouble Willow. Figure she'sgot enough to do, first day back and

all.XANDER

Are you kidding me? We're doing ventwork at the site. Anything's better

than breathing freon for eight hours.(looking around)

She say what this thing is?BUFFY

(shrugs)Some sort of spider demony thing.

She got off the phone pretty quick.Had to sign up for classes or

something.XANDER

Ah yes, there is little that candistract the Willow when she is on

the hunt for the mighty Syllabi.They walk into a dark area where the trees are particularly dense.

BUFFYI think she's been a little more

nervous than she lets --She stops abruptly as they walk through some bushes and discover a SLAUGHTERED BODY.

XANDERYuuhhhllll ...

They both have to look away for a second.XANDER (cont'd)

How big she say this thing was?Buffy looks back at the body.

BUFFYShe didn't say. But I can't imagine

she'd send us off like this if itwas --(pause)

Ripped out his heart. This is ourguy.

XANDEROr a copycat Spider Demon.

Xander looks, makes a face, looks again.XANDER (cont'd)

What's that black stuff?BUFFY

I don't know.(looks around)

It's on the trees.There are, in fact, a few black, oily, rope-y strands wrapped around the tree trunks. Xander reaches out, touchesone of the strands. It sticks to his hand, roping out like snot, slime.

XANDERUgghh... it's sticky.

BUFFYWillow said it was a spider -- maybe

it's his webbing.Xander tries to get the slime off his hands.

XANDERThis isn't springy, high-flying fun...

Buffy looks up.BUFFY

Xander...He looks up. We see a quick POV shot: Treetops. There seems to be a black shadow up there, but it's hard tomake out anything for certain.

XANDERIs that it?

BUFFYI can't tell. There seems to be

something moving...Xander looks around, looks back up.

XANDERMaybe there's some way we can lure

it --SPPLECCHH -- a black, slimy rope wad hits Xander right in the face.

BUFFYXander!

She knocks him out of the way just as the Spider Demon comes crashing down on her. It pins her to the ground --we see its mouth SNAPPING inches away from her chest. As she tries to get it off her, its sharp legs slice into her,drawing blood. She cries out in pain.She rolls, tossing it behind her. She stands up, turns. It's gone. There are only trees. One of them rustles, asthough the Demon escaped up it.Buffy keeps her eyes focused up, on the trees. Her lighthearted attitude from earlier in the scene is completelygone -- she's pissed. And a little scared. She reaches down, picks up her axe. Never looks away from thetreetops.

BUFFY (cont'd)You okay?

Xander tries to wipe the rope-residue off his face.XANDER

Ughh -- It smells like cabbage.He wipes his eyes. Looks at her. Her clothes are torn up -- She's bleeding freely. We see fear on Xander's face.

XANDER (cont'd)Buffy --

She shakes her head. Not now. She keeps looking up. Xander looks up as well.XANDER (cont'd)Where'd it go?

She doesn't say anything. He looks at her.XANDER (cont'd)

I think we need more swords.BUFFY

(still looking up)Uh-huh...XANDER

We could go home, get more swords,perhaps some sort of... Spider Demonprotection amulet... then come back

and --WHOOSH. Whip-fast Buffy wings her axe straight up in the air.We hear a THOCK, wait a beat, and then the entire Spider Demon comes crashing down right between them in abig gross mess, axe embedded in its thorax.

XANDER (cont'd)Or...

INT. SUMMERS' HOME - ENTRYWAY/LIVING ROOM - DAYBuffy and Xander walk through the front door. They're weary, battle-scarred. Somber. We see bloodstains. Blackgook.

BUFFY

I'm more concerned where that thingcame from. If there are more of

these spider demons running around,we need to know about it. We should

hit the research, find out if --As they step into the living room, reveal Willow sitting in cold silence on the couch.

WILLOWI know where it came from.

INT. SUMMERS' HOME - LIVING ROOM - LATERBuffy and Xander sit, listening to Willow.

BUFFYHow many?

WILLOWTen, twelve.

Willow nods. Buffy thinks about this. Xander looks at Buffy, disbelief on his face. He looks at Willow.XANDER

When were you planning on telling usthis?

WILLOW(softly)

I'm telling you now.XANDER

Great. Thank you.(then)

Willow... This is Anya. How couldyou let us -- How could you not have

told us?Buffy looks at him. She's calm.

BUFFYXander...XANDER

How could you not have told me?Willow can't meet his gaze

BUFFYXander, it's okay.

(beat)She didn't tell us for a reason.

She levels her gaze at Willow.BUFFY (cont'd)

She didn't tell me because she knowswhat I have to do.

There's a beat. We feel the weight. Then:BUFFY (cont'd)

I have to kill Anya.END OF ACT TWO

Act ThreeINT. IMPERIAL BANQUET HALL - NIGHTCLOSE ON A DEAD BODY. Surrounded by food. We're looking down on an elaborate banquet table, covered with allthe fixings of an elaborate feast. And a dead, bloody body.Tilt up and find Anya and Hallie sitting at the end of the table. Both are wearing period-dress befitting Russianprincesses. We're in an Imperial Banquet hall. Littered throughout the rooms (and across the table) are bodies.SUBTITLE: St. Petersburg, 1905A large window behind Anya and Hallie gives us a sense of the chaos unfolding outside as workers battle Cossacksand Russia burns. Screams. Fire. Gunshots. Chaos.Anya and Hallie laugh casually.

HALLIEI swear, I'm in awe of you.

ANYAOh stop.HALLIE

Oh I will not.ANYA

(shrugs)I grant wishes. It's all inside the

girl. I just bring it out.HALLIE

(looking around)Yes, I'm sure this is what she had in

mind.ANYA

(laughs)Well, I don't know about her mind...

Anya looks around, thinks. We hear HORRIBLE SCREAMS coming from elsewhere in the mansion.ANYA (cont'd)

...but it was in her heart.(waves it off)

Russia was ready to explode. We justgave it a little push.

HALLIEWhat should we do with the rest ofour evening? I hear they're going to

raze the Winter Mansion...ANYA

I thought we'd go down to MadameDubasov's. Hard to find a better

spot for vengeance than a brothel.HALLIE

Oh, it's always work, work, work withyou.

A FLAMING MAN runs by in the background. Anya and Hallie pay him no notice.ANYA

Of course. What else is there?HALLIE

What else is there? Well, the world,for one. I mean, sweetie, look

around you. There's so much to see --The SCREAMS and GUNSHOTS seem to get louder.

HALLIE (cont'd)There's a revolution going on

outside. That you're somewhatresponsible for. Aren't you even the

teeniest bit interested?ANYA

What's there to be interested in?(pause)

The worker will overthrow absolutismand lead the proletariat to a

victorious communist revolution,resulting in socio-economic paradise

on Earth.(shrugs)

It's common sense, really. I havebetter things to worry about.

HALLIEBut Anyanka, there's a whole world

out there...ANYA

Yes, filled with wronged women whoneed my help.

HALLIEYou're talking about work --

ANYAI'm talking about life. Vengeance is

what I do, Halfrek. I don't needanything else.

She looks around, happy. FLAME BURSTS go off behind the window. We hears screams, explosions, pain.ANYA (cont'd)

(happy)Vengeance is what I am.

Vengeance is what I am.INT. SUMMERS' HOME - LIVING ROOM - DAYRight where we left off at the end of Act Two. Buffy talks to Xander. She's calm, quiet.

BUFFYShe's not the Anya you knew, Xander.

She's a demon.XANDER

That doesn't mean you have to kill her.BUFFY

Don't act like this is easy for me.You know it's not.

XANDER(disbelief)

There are other options.BUFFY

I've considered them.XANDER

When? Just now? Took you all of tenseconds to decide to kill one of your

best friends.BUFFY

The thought that it might come tothis has occurred to me before.

(pause)It's occurred to you too.

Xander's thrown for a beat. Then:XANDER

We can change what she did. Fix it.(to Willow)

These are mystical deaths, right?There has to be something --

WILLOWI don't have anywhere near that kind

of power. I didn't even have thatkind of power when...

She trails off.WILLOW (cont'd)

...and I don't think I trust thepower I do have.

BUFFYIt's okay.

(to Xander)I know this is hard for you to hear,

but it's what I have to do.XANDER

Hard for me to hear? Buffy, you wantto kill Anya.

BUFFYI don't want to --

XANDERThen don't. This isn't new ground

for us. When our friends go allcrazy and start killing people, we

help them.WILLOW

Sitting right here...XANDER

(to Willow)I'm sorry...(to Buffy)

But it's true.BUFFY

It's different.XANDER

Only because you don't care about herthe way I do. Only because you don't...

He trails off, thinks to himself. Realizes something.

XANDER (cont'd)I love her.(softly)

Buffy, I still love her.BUFFY

I know. And that's why you can't seethis for what it is. Willow was

different. She's human. Anya's ademon.XANDER

And you're the slayer. I see now howit's all very simple.

BUFFYIt's never simple, Xander.

XANDERNo, of course not, you know, if

there's a mass-murdering demon thatyou're, oh, say, boning, then it's

all a grey area...BUFFY

Spike was harmless. He was HELPING.XANDER

He had no choice!BUFFY

And Anya did! She chose to become ademon. TWICE!

XANDERYou don't understand what she's going

through.BUFFY

I don't care what she's going through.XANDER

Of course not. You think we haven'tall seen this before? The part where

you just cut us all out, just stepaway from everything human and act

like you're the Law. If you feltwhat --BUFFY

I KILLED ANGEL. Do you even rememberthat? I would have given up

everything to be with...(fights emotion)

I loved him more than anything I willever love in this life and I put a

sword through his heart because I hadto.

WILLOW(meekly helpful)

And that all worked out okay...BUFFY

(ignoring her)You remember cheering me on? Both ofyou? You remember giving me Willow's

message: "Kick his ass?"Willow looks at Xander, confused. He pointedly does not look back.

WILLOWI never said --

XANDERThis is different.

BUFFYIt's always different. It's always

complicated and at some point someonehas to draw a line and that is alwaysgoing to be me. You get down on me

for cutting myself off, but in theend the Slayer's always cut off.

There's no mystical guidebook, no all-knowing council -- human rules don'tapply and Father doesn't know best.

There's only me. I am the Law.

There is a beat. Xander takes it in, but isn't backing down.XANDER

There has to be another way.BUFFY

(genuinely)Then please find it.

Xander turns and hurries out the front door.Buffy and Willow stay. Uncomfortable beat. Buffy stands up, walks over to the weapons trunk. She takes out aLARGE BROADSWORD. Willow stays seated, numb.Armed, Buffy heads toward the door. She stops in front of Willow, gives her a look. You coming?

WILLOWI can't, I'm sorry.

Buffy nods. She understands. But it doesn't change anything. She turns, walks out the front door.Hold a few beats on Willow. She slowly stands up, thinking. She hurries upstairs.INT. SUMMERS' HOME - WILLOW'S ROOM - DAYWillow goes through her drawers, looking for something... Found it.INT. SUMMERS' HOME - BATHROOM - DAYSand hits the floor as Willow makes a quick Enchanting Circle. She holds up the TALISMAN from "Something Blue."

WILLOW (Latin)

Beatum sit in nomineD'Hoffrynis. Fiat hoc

spatium porta ad nundumArashmaharris.

WILLOW(English)

Blessed be in the name ofD'Hoffryn. Let this spacebe now a gateway to the

world of Arashmaharr.The room grows dark. Whoosh. A FIERY FLASH... and when it clears, D'Hoffryn is standing in the bathroom (whichis still dark.)

D'HOFFRYNBEHOLD D'HOFFRYN! LORD OF

ARASHMAHARR, HE THAT TURNS THE AIR TOBLOOD AND RAINS DEATH UPON --

(looking around)Ms. Rosenberg! How lovely to see youagain. Have you done something with

your hair?The bathroom lightens up a bit.

WILLOWHello, D'Hoffryn.

D'HOFFRYNI figured I'd be hearing from you

soon. The flaying of Warren Meers...Truly inspired. That was water

cooler vengeance.(points over his

shoulder)Lloyd has a sketch of it on his wall.

WILLOWThat's not me anymore.

D'HOFFRYNIs that right? So I didn't feel yourpresence earlier today? I didn't

feel... a bit of the old you?WILLOW

We need to talk about Anya.D'Hoffryn deflates a little. He studies her, thinks about it.

D'HOFFRYNHmm. Very well.

(pause)Let's talk about Anyanka.

INT. FRATERNITY - MAIN ROOM - DUSKCLOSE ON bloodstains, A hand reaches out, traces them. Widen to reveal Anya, standing alone in the main room,staring at the bloody walls.

XANDER (O.S.)

Thought I might find you here...She turns. He's walking through the front door.

XANDERHave you forced yourself to look at

the bodies yet?ANYA

What do you want?XANDER

I want to help you.ANYA

Everyone is so considerate today. Ishould have slaughtered people weeks ago.

XANDERI'm sorry. I'm sorry for everythingI did to you, everything I put you

through.ANYA

Thank you. All better. Thankgoodness you got here in time.

XANDERYou don't understand. This isn't anintervention. Buffy's coming to kill

you.ANYA

She's coming to try.XANDER

Did everybody eat their "crazyflakes" today? You guys are

friends -- how can you talk like this?ANYA

I have a job to do, Buffy has hers.You've always seen what you wanted

to, Xander...(looks over his

shoulder)But she knew sooner or later it would

come to this.Xander looks over his shoulder. Buffy stands there in the doorway, broadsword in hand. She walks slowly towardthem. She's hardened, focused.

XANDERBuffy, get out of here.

She shakes her head, walks forward. Xander stands firmly in front of AnyaBUFFY

Get out of my way, Xander.XANDER

No.ANYA

Get out of her way, Xander.Xander looks behind him and sees Anya in FULL DEMON FACE. Before he can respond, she rushes forward to meetBuffy.She knocks Xander across the room. He hits the wall, goes down in a heap.Anya meets Buffy head-on, undaunted by the sword. Buffy swings. Anya dodges effortlessly and cracks Buffyacross the face, sending her back.

ANYA (cont'd)This is getting to be a pattern withyou, Buffy. Are there any friends

left you haven't tried to kill?Buffy rubs her jaw, comes at Anya again. Anya dodges again and CRACK uppercuts Buffy. Buffy flies back, landshard on the ground. Anya laughs. Buffy stands up. Gets serious.

ANYA (cont'd)C'mon, Buffy. Don't you have a

clever retort for me?Buffy stays silent. She spins the sword into attack position. Beat.The two rush each other. Full speed. Clash of the titans.

Buffy's sword is a blur, but Anya stays just ahead of her. She dodges Buffy's flurries and counters with punches,kicks -- we go back and forth.We end up near a wall. Anya hammers Buffy with a series of shots that rock her, sending her back, stunned. Buffystruggles to get to her feet. She looks up at Anya with sad, cold eyes.

BUFFYAnya, I'm sorry.

ANYAYou're apologizing to me? What fight

are you watching?Like a predator, Anya pounces in for the kill.

ANYA (cont'd)Or is this like one of your little

pop culture references that I don'tget 'cause I'm a Vengeance --

As Anya rushes her, Buffy wheels, parries...And brutally STABS ANYA THROUGH THE HEART, impaling her deep into the wall.

END OF ACT THREE

Act FourINT. XANDER'S APARTMENT - NIGHTXander sleeps in the big orange recliner. He's dressed in full construction worker outfit, down to the tool belt. Heeven has his hard hat and lunchbox on his lap. He mumbles to himself.

XANDER(barely audible)

...just want... happy... ending...SUBTITLE: SUNNYDALE, 2001Anya walks over, tries to wake him.

ANYAHoney... honey...

XANDERWha -- I'm awake... I'm okay...

ANYAHoney, was that weird? The thingearlier with the singing... and the

coconuts?XANDER

(still half asleep)What? No... It's fine...

Loud operatic SINGING fades up, emanating from outside. Anya frowns, walks over to the open back door.MAN

OH NOMUSTARD ON MY

SHIRTMY

FAVORITESHIRT

HOW COULD YOU SERVEMUSTARD

WOMANOH NO

MUSTARDWE'LL NEVER

GET ITOUT-

DRY CLEAN ITMUSTARD

She shuts the door.ANYA

Are you still hungry? Because I'd behappy to --

She turns around and sees he's fallen fast asleep again. His mouth is wide open. He looks particularly goofy.Anya laughs. Gazes at him lovingly. She walks toward him... and begins to SING. As she does so, she picks up hislunchbox and hard hat, sets it on the table, makes him more comfortable.

ANYA (cont'd)MISTER XANDER HARRIS

THAT'S WHAT HE ISTO THE WORLD OUTSIDE

THAT'S THE NAME HE CARRIES WITH PRIDEI'M JUST LATELY ANYA

NOT VERY MUCH TO THE WORLD I KNOWALL THESE YEARS WITH NOTHING TO SHOW

She takes his boots off, helps him stretch out. She walks across the room and puts his boots away by the frontdoor.

ANYA (cont'd)I'VE BONED A TROLL

I'VE WREAKED SOME WRATHBUT ON THE WHOLE I'VE HAD NO PATH

I LIKE TO BOWLI'M GOOD WITH MATH

BUT WHO AM INOW I REPLY

She spins around the living room, lovingly gazing at her engagement ring.ANYA (cont'd)

THAT I'M THE MRSI WILL BE HIS MRS

MRS ANYA CHRISTINA EMMANUELLAJENKENS HARRIS

As she begins the next verse, she sweeps across the living room, straightening bar chairs, and dances into thebedroom.INT. XANDER'S APARTMENT - BEDROOM - CONTINUOUSShe turns the bed down, smooths out the comforter.

ANYAWHAT'S THE POINT OF LOVING

I MEAN EXCEPT FOR THE SWEATY PARTWHAT'S THE POINT OF LOSING YOUR HEART

She opens drawers, pulls out a brightly-colored blanket.ANYA (cont'd)

MAYBE IF YOU'RE LUCKYBEING A PAIR MAKES YOU TWICE AS TALL

MAYBE YOU'RE NOT LOSING AT ALLINT. XANDER'S APARTMENT - LIVING ROOM - CONTINUOUSWhap! She unfurls the blanket, covering up Xander (we're back in the living room) She tucks him in.

ANYANO NEED TO COVER UP MY HEART

PLUS SEE ABOVE RE: SWEATY PARTSO MAYBE LOVE IS PRETTY SMART

She pushes the chair and it rolls magically out to the center of the room.ANYA (Cont'd)THEN SO AM I

I FOUND MY GUYAnya SPINS the recliner. It continues spinning on its own. She hops on Xander's lap and sings to the sky. We seeit from above, Busby Berkeley-style.

ANYA (cont'd)AND I'LL BE MRS

I WILL BE HIS MRSMRS ANYA LAME-ASS MADE-UP MAIDEN NAME

HARRISAnya hops off. We're back to floor-level. She dances to the kitchen.INT. XANDER'S APARTMENT - KITCHEN - CONTINUOUSIn the background the recliner (with Xander) rolls back to its original position.

ANYAWE'LL NEVER PART NOT IF WE CAN

AND IF WE START THEN HERE'S MY PLANI'LL SHOW HIM WHAT BLISS ISWELCOME HIM WITH KISSES

'CAUSE THIS IS A MRSWHO MISSES HER MAN

Her dancing carries her to the living room.INT. XANDER'S APARTMENT - LIVING ROOM - CONTINUOUS

ANYAHE'S MY XANDER AND HE'S AWFULLY SWELL

IT MAKES FINANCIAL SENSE AS WELLALTHOUGH HE CAN B -- I'LL NEVER TELL

JUST STAND ASIDEHERE COMES THE BRIDE

She dances to the balcony doors -- THROWS them open.

EXT. XANDER'S APARTMENT - BALCONY - NIGHTWith beautiful moonlight streaming down and a slight breeze blowing in the air, Anya comes running out thebalcony doors in her WEDDING DRESS.

ANYAI'LL BE MRS

I WILL BE HIS MRSShe gazes up into the sky, her face lit up with moonlight and happiness.

ANYA (cont'd)I WILL BE -

HARD CUT TO:INT. FRATERNITY - MAIN ROOM - NIGHTAnya. Impaled to the wall. No longer in Demon Face. Silence. She looks near dead. Out of it.Xander, dazed, struggles to get to his feet.

XANDERAnya...

Buffy approaches Anya with caution. Anya's head rolls, her eyes start to regain focus. She smiles, laughingthrough hoarse coughs.

ANYAI'd forgotten how much swords through

the chest hurt.Anya reaches out, grabs the sword by the hilt and with a slight DEMONIC CRY yanks it out.

ANYA (cont'd)You know better than that, Buffy.

Takes a lot more to kill a VengeanceDemon.BUFFY(cold)

I'm just getting started.Anya nods. She spins the sword into ready position. Round TWO. Anya attacks. Buffy dodges. Anya wields thesword one- handed. She swings fast. Buffy barely stays ahead of her.Anya swings, Buffy dodges. Anya backhands her, sending her flying across the room. Buffy crashes into the areawith the sofa and the footstool. She stands up. Anya rushes her.In one fluid motion, Buffy kicks the footstool out in front of her ground level and leaps off the sofa. As thefootstool crashes into Anya's legs, Buffy whips around and spin-kicks her square in the jaw.Anya flies back. Loses the sword. Buffy picks it up. Anya hits the ground, dazed. Buffy stands over her, spinningthe sword up killstrike-style. A moment passes. Buffy cold, resolved. Anya dazed, wounded.Buffy tenses, about to bring the sword down...Xander tackles her.The two go sprawling, Anya stands up. Furious.

ANYAStop trying to save me, Xander!

The words are barely out of her mouth when a bright magical BLAST blows all three of them across the room.When the smoke clears, there stands D'Hoffryn. He regards them all with some amusement.

D'HOFFRYNPlease, don't mind me. Continue with

whatever it was you were doing.He walks over and peers into the doorway of the Rec Room (we don't see the slaughter.) He puts his hand to hischest like a proud father.

D'HOFFRYN (cont'd)Breathtaking.

(looks at gang)It's like somebody slaughtered anAbercrombie and Fitch catalogue.

We walks back to the center of the room. Buffy gets to her feet. She picks up her sword.D'HOFFRYN (cont'd)

Easy now. I'd be gone before youcould swing.

(looks at Anya)Isn't that just like a Slayer?

Solving all her problems by stickingthings with sharp objects.

He walks over to Anya, helps her to her feet.D'HOFFRYN (cont'd)

(to Buffy)I've been talking to your friend Ms.

Rosenberg. She's a firebrand. Ihave high hopes for her.

Xander slowly gets to his feet.XANDER

Stay away from Willow.D'HOFFRYN(to Anya)

Oh, he's gallant, isn't he? Iunderstand what you saw in him.

D'Hoffryn begins to pace.D'HOFFRYN (cont'd)

Ms. Rosenberg seems to think Anyankawould be better suited outside theVengeance fold. I think we already

know what Lady Hacks-away wants. Andthe young man... He sees with theeyeballs of love. But I'm not sure

if anyone's bothered to find out whatAnyanka herself really wants.

XANDERHer name is Anya.

D'HOFFRYNActually, funny historical sidebar,

her orig --ANYA

(softly)I want to take it back.

D'HOFFRYNI'm sorry. What was that?

She looks at him up at him. She's near tears.ANYA

I want to take it back. I want toundo what I did.

For a split-second, this registers on D'Hoffryn's face. And it's as though she has just broken his heart. But hequickly regains his composure.

D'HOFFRYNHm.

(pause)You want to take it back. Must be

twelve bodies in there. Such athing -- not easily done...

(cold)But not impossible.

Anya looks up at him.D'HOFFRYN (cont'd)

You're a big girl, Anyanka. Youunderstand how this works. The

proverbial scales must balance. Inorder to restore the lives of the

victims, the fates require asacrifice.

He levels his gaze at her.D'HOFFRYN (cont'd)

The life, and soul, of a VengeanceDemon.ANYADo it.

Xander's eyes go wide.XANDERWait --ANYA

Stay out of this, Xander.

XANDEROkay. Yes. That seems smart.

(beat)He just said you have to die!

(to D'Hoffryn)Perhaps there's some sort of

alternate price. Something thatinvolves grueling, hard labor. At

fair market value taking into accountyour project's special needs.

ANYAXander -- You can't help me. I'm noteven sure... there's a "me" for you

to help.She turns back to D'Hoffryn.

ANYA (cont'd)I understand the price. Do it.

D'HOFFRYNYou're sure. This is your wish?

ANYA(nodding)

This is my wish. Undo what I did.D'HOFFRYNVery well.

He claps his hands together. Anya braces herself. Xander tries to rush to her.XANDERNo --

There's a bright FLASH and...Hallie appears.Confusion. Hallie looks around. Disoriented. But upbeat. She sees her friend and lights up.

HALLIEAnya!

Anya suddenly realizes what's happening. Her eyes go wide.ANYA

Hallie --CRACK! Mystical energy EXPLODES around Hallie. She SCREAMS. Blood spurts out her mouth. Anya rushes forward,trying to get to her. Hallie IMMOLATES violently. Ash explodes over Anya, knocking her back, She cries out.D'Hoffryn, for the first time all episode, becomes the full demon he is. He stands above Anya.

D'HOFFRYN(hard, angry)

Who did you think you were dealingwith?! Did you think it would be

that easy to get away?!She's in shock.

ANYAWhy...

D'HOFFRYN(laughing)

Why? Because you wished it.ANYA

But she was yours...D'HOFFRYN

The way you were mine? Haven't Itaught you anything, Anya? Never gofor the kill when you can go for the

pain.Xander tries to rush in between D'Hoffryn and Anya.

D'HOFFRYN (cont'd)Hold him back, Slayer. Wouldn't want

anyone to get hurt.Buffy holds Xander. D'Hoffryn turns back to Anya.

D'HOFFRYN (cont'd)I've got plenty of girls. There will

always be Vengeance Demons. But now

you, Anya, you're out.Congratulations. Your wish is

granted.ANYA

You should have killed me...D'HOFFRYN

(laughs)Oh, I wouldn't worry about that,

"From beneath you it devours." Bepatient... all good things in time.

And with that, he TELEPORTS away. Leaving us with the aftermath. Anya, numb, gets to her feet. She tries tolook around the room. She can't meet anyone's gaze. Dazed, she walks out of the room through the front door.From the other room, we hear groans of, "What happened?" from the waking boys.Buffy and Xander share a look.

BUFFYGo.

(points to Rec Room)I'll go check on the... boys.

Buffy heads toward the Rec Room. Xander goes after Anya.EXT. FRATERNITY - NIGHTAnya hurries down the front path of the house. She's battle- scarred, bloodstained, shellshocked.Xander follows.

XANDERAnya -- wait.

She slows, turns, exhausted.ANYA

Xander, please. Just go away.XANDER

Whatever's between us, it doesn'tmatter. You shouldn't be alone in

this.Anya looks at him grateful, but resolved.

ANYAYes I should.

He doesn't get it.ANYA (cont'd)

My whole life, I've just clung to...whatever came along.

XANDERWell, speaking as a cling-ee, kinda

didn't mind.ANYA

Thanks. For everything.He nods, knowing this is good-bye. They both start off in opposite directions. He is stopped by:

ANYA (cont'd)Xander?

He turns. She's about ten paces away, looking small in the dark. Her voice is even smaller, tears welling in it:ANYA (cont'd)

What if I'm really nobody?He smiles at her, kindly.

XANDERDon't be a dope.

ANYAI'm a dope?

XANDERSometimes...

ANYAWell, that's a start.

He heads off. She watches him go, then turns to go herself.ANGLE: HER POV

The dark of campus lawns. Emphasis on 'dark,' see also 'empty.'She looks at it a moment, her resolve wavering. Starts heading out. We steadicam before her, holding on her faceas she walks further and further out into the night alone.

BLACK OUT.END OF SHOW