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 really want, as long as you keep my name and email address on it. Please also keep my disclaimers intact. DO NOT POST MY TRANSCRIPT ON YOUR SITE WITHOUT MY NAME ON IT! 

• 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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Close sh*t of Buffy's gravestone.

XANDER VOICEOVER: This is what happened this year. 

Buffy in her coffin being revived. 

WILLOW VOICEOVER: Tomorrow night, we're bringing Buffy back. 

Buffy's hand bursting out of her grave. 

XANDER VOICEOVER: You're talking about raising the d*ad. 

Buffy and Spike in the alley behind the Magic Box. 

BUFFY: I think I was in heaven. I was torn out of there by my friends. 

Giles in the magic shop. 

GILES: I'm headed back to England. 

Giles on the plane. 

GILES VOICEOVER: I plan to stay. 

Buffy and Willow in the video arcade in "Gone." 

BUFFY: So you three have, what, banded together to be pains in my ass? 

WARREN: We're your arch-nemesises. 

Tara and Willow in the Bronze. 

TARA: Willow, you are using too much magic. 

Willow doing magic. 

TARA: I don't think this is gonna work. 

Willow crying. Tara packing. 

WILLOW: Are you saying you're gonna leave me? 

Willow getting her "fix" at Rack's. 

BUFFY VOICEOVER: Willow has a problem. 

WILLOW: I need help! 

Buffy and Spike kissing. 

SPIKE: We kissed, Buffy. I'm in love with you. 

BUFFY: You're in love with pain! 

SPIKE: You afraid I'm gonna-

Buffy kissing Spike. 

SPIKE: Things have changed. 

BUFFY: The only thing that's different is that I'm disgusted with myself. 

Buffy and Spike in the crypt. 

BUFFY: It's over. I'm using you. 

Xander and Anya in the magic shop. 

XANDER: We're getting married. 

DAWN: Congratulations. 

The wedding that wasn't. 

ANYA: Xander's missing? What do you mean Xander's missing? 

Xander walking in the rain in his tux. 

Xander and Anya in their apartment. 

XANDER: I wish we could just go back to the way things were before. 

Anya morphing into demon face. 

ANYA: And I wish you were never born. 

Anya and Spike having sex in the Magic Box. 

Anya and Xander arguing. 

ANYA: You left me, Xander! At the altar! 

XANDER: So you go out and bang the first body you can find? 

SPIKE: It's good enough for Buffy. 

XANDER: Shut up and leave her out of-

Xander, Anya, and Spike looking at Buffy. 

Dawn in the magic shop stealing stuff. 

GILES VOICEOVER: We can't ignore this kind of behavior. Something needs to be done before it spins out of control. 

Tara and Willow in their room. 

TARA: Can you just be kissing me now? 

Willow and Tara kissing. 

Spike and Buffy struggling in the bathroom. 

SPIKE: I'm gonna make you feel it! 

BUFFY: No, stop! 

Buffy pushing Spike away. 

BUFFY: Ask me again why I could never love you. 

Spike on his motorcycle. 

SPIKE: Get nice and comfy, Slayer. I'll be back. 

Spike riding off. 

Warren storming into the back yard. 

WARREN: Think you can just do that to me? 

Warren sh**ting at Xander and Buffy. 

Tara getting sh*t. Willow getting blood on her shirt. 

WILLOW: Tara? 

Xander looking at the injured Buffy. 

Willow holding Tara. 

WILLOW: Tara! 

Willow talking to the demon. 

WILLOW: Bring her back! 

DEMON: It is done! 

WILLOW: Nooooo! 

Xander watching the paramedics work on Buffy. 

ANYA VOICEOVER: Something terrible has happened, I know. 

Willow with the words from the magic books sliding up her arms. 

ANYA: You don't have to-

WILLOW: I need power. 

Willow and Buffy in the hospital room. 

XANDER: Will, what are you doing? She's gonna die. 

WILLOW: No she isn't. 

The b*llet lifting out of Buffy's body. 

Willow stopping the bus on the side of the road. 

BUFFY VOICEOVER: We need to find Willow. 

Spike in the cave. 

DEMON: You want to return to your former self. 

SPIKE: Bitch is gonna see a change. 

Willow tormenting Warren in the forest. 

WARREN: Somebody! Please! God! 

WILLOW: Bored now. 

Warren's skin being torn off. 

BUFFY: Willow, what did you do? 

WILLOW: One down. 

Willow disappearing. 

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Teaser

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Episode opens on Buffy, Xander, and Anya running through the woods. After a few moments Xander stops, leaning against a tree. 

XANDER: I think I'm gonna be sick. 

ANYA: Again? 

BUFFY: Xander, we don't have time. 

XANDER: (panting) I know, it's just ... what happened back there, the sounds of it. The smell. (Anya looking impatient) 

BUFFY: I know. 

XANDER: Willow did that. 

BUFFY: That's why we have to keep moving. 

Buffy puts her hand on Xander's shoulder and coaxes him back into motion. 

BUFFY: You heard what she said, "One down." 

ANYA: So we're talking about "two to go," right, Jonathan and whatshisface, the other guy. 

BUFFY: Andrew. They're sitting at county jail without a clue Willow's coming. 

XANDER: You don't think she's gonna k*ll them too? She wouldn't. It doesn't make sense. 

BUFFY: Willow's got an addictive personality, and she just tasted blood. She could be there already. 

ANYA: No. She couldn't, a witch at her level. She can only go airborne. (they stop walking and look at her) It's a thing. More flashy, impresses the locals, but it does take longer. 

XANDER: Longer than what? 

ANYA: Teleporting. 

And Anya disappears in a swirl of magic. 

XANDER: Right. Vengeance demon. (sarcastic) Well, at least she'll get there first. 

BUFFY: I'm counting the ways that could go wrong. (they resume walking) 

XANDER: Well, Anya can handle herself. 

BUFFY: Against Willow? Tonight ? Don't be too sure. 

XANDER: Well ... she should be coming down at some point, shouldn't she? I mean, back there she was out of her head ... running on grief and magicks. 

BUFFY: Doesn't matter . Willow just k*lled someone. k*lling people changes you. Believe me, I know. 

XANDER: Warren was a cold-blooded k*ller of women just warming up. You ask me, that bastard had it coming to him. 

BUFFY: Maybe. Andrew and Jonathan don't. 

They walk a moment in silence. 

XANDER: This is still Willow we're dealing with, right? 

BUFFY: I hope so. Whatever she's going through, we have to stop her. And maybe we can actually do that if we can get to your... 

They pause, looking at something ahead. 

sh*t of a car half-hidden by bushes, with smoke coming out of the hood. The camera pans around and we see that there's also a large hole in the windshield. 

BUFFY: ...car. 

XANDER: Willow. 

BUFFY: I guess she wants to finish the job without us tagging along. (looks at Xander) Meet me at the jail. 

XANDER: Sure, how are you gonna... 

Buffy starts running. She does a huge leap over the car and surrounding bushes and runs off at slayer-speed. 

XANDER: (calls after her) Okay, then, I'll just ... catch up. She's only my best friend, you know. No big deal, just... 

He trails off in frustration. He has walked up to the car and now he slams his fist down on its lid angrily. Then winces in pain. 

XANDER: ...glad I could help. 

Wolf howl, opening credits.

Guest Starring Danny Strong, Tom Lenk, and Jeff Kober. Written by Douglas Petrie, directed by Bill Norton. 

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Act I

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Open on exterior sh*t of the Sunnydale police station, night. 

Cut to inside, lobby. Various cops and civilians going around doing paperwork, etc. 

Cut to the hallway on the cell block. A guard sits at a desk at the end of the hall. A janitor goes by, mopping the floor. 

We see Jonathan standing by the bars of his cell, holding the bars, while in the background Andrew is sitting on the lower bunk bed holding his wrist up to his ear. 

ANDREW: Dude. Move like, a foot to your left. 

JONATHAN: (not moving) What for? 

ANDREW: I'm trying to hear something. 

JONATHAN: Like what? 

Andrew prods his wrist. 

ANDREW: (conspiratorially) Signals. 

JONATHAN: Oh, for crying out loud. (turns to face Andrew) Signals? Who from, your probe-happy alien friends? Say, maybe we can trade a pack of cigarettes in for tin foil. Make you a nice antenna hat. 

ANDREW: Laugh it up, fuzzball. I figured it out. (softly) Warren never abandoned us. Well, not me, anyway. This is like his test. If we can figure out how he's communicating with us, then we'll be, you know, worthy. 

JONATHAN: (incredulous) You're checking for implants? 

ANDREW: (defensive) Lex Luthor had a false epidermis escape kit in "Superman Versus the Amazing Spider-Man" Treasury edition-

JONATHAN: Okay, first of all, those were sonic disrupters. And second of all ... you are sadness personified. Waiting for Warren? Yeah, maybe he'll come bust us out of here on Santa's magic sleigh. 

ANDREW: (stands up angrily) I'm telling him you said that. 

JONATHAN: Why wait? I'll tell him right now. 

Jonathan grabs Andrew's elbow and holds it up to his own face. 

JONATHAN: Hey, Warren, do you read me, your girlfriend's pathetic, over. 

ANDREW: (pulls his arm away) Shut up, Jerk-athan! You see this? This is why we get jet packs and all you get is left behind. 

JONATHAN: So you admit it. 

ANDREW: (shrugs) Why not? You were out of the Trio a long time ago in a galaxy far, far away and you know why, little feller? No respect for the chain of command. 

JONATHAN: Yeah, see how far it's gotten you. Checking every hole in your sad little body for transmitters that don't exist. 

ANDREW: Oh I'll find it if I have to check every hole in my body and yours. 

Andrew shoves Jonathan. Jonathan slaps at him. They grapple and start to fight, geek-style. 

JONATHAN: Get off! 

ANDREW: Make me! 

Suddenly Anya appears in their cell in a swirl of magic. The blast throws the two nerds against the bars. 

ANYA: There you two are. 

ANDREW: (to Jonathan) You do that? (Jonathan shaking his head) 

ANYA: Listen to me. We have to get you out of here or you'll both be k*lled. (calls) Guard! 

JONATHAN: What's going on? 

ANYA: Guard! 

ANDREW: Stop that! (to Jonathan) I don't trust her. Do you trust her? This is major uncool. 

JONATHAN: Um, Anya, you're gonna have to break this down for us a little. 

ANYA: (annoyed) Warren sh*t Buffy. Warren sh*t Tara. Buffy's alive. Tara's d*ad. Willow found out, and being the most powerful Wicca in the western hemisphere, decided to get the payback. With interest. 

Jonathan looks sobered. 

ANDREW: Wh-what about Warren? 

ANYA: She k*lled him. Ripped him apart and bloodied up the forest doing it. Now she's coming here and the two of you are next. 

ANDREW: Oh my god ... Warren. 

JONATHAN: Oh my god ... me. (turns to the bars and yells) Guard! 

ANDREW: But we didn't do anything. 

JONATHAN: Guard! 

The policeman at the desk gets up and walks over. 

OFFICER: All right, all right, what do you... 

He sees Anya in the cell and pauses, confused. 

OFFICER: Who the hell are you? 

ANYA: Something's coming. Something bad. You have to let these men out of here or I guarantee you there will be hell to pay. 

OFFICER: Okay, uh ... what exactly's coming? 

ANYA: One of the many things in this world you are not prepared to deal with. 

OFFICER: (scoffs) That a fact? 

ANYA: Yes. And we're running out of time. So just believe me when I tell you... 

She quickly teleports herself out of the cage and reappears standing next to the guard. 

ANYA: ...these things are real. They're dangerous. And they're coming. 

Cut to outside. A cop sits in his police car looking at some paperwork. He looks up at the dashboard. 

A cup of coffee sits on the dashboard. Slowly it begins to jiggle, the coffee sloshing around in the cup. The cop stares at it. 

Suddenly a flash of lightning illuminates his face. He looks out the car window to his left. 

In the street a few feet away there's a whirling tornado of gray smoke, with lightning flashing around it. It coalesces into Willow. Leaves and random trash go flying down the street in the wind. 

The cop gets out of his car quickly. 

PATROL COP: What the hell was that? 

Willow walks toward him. Her eyes are normal at this point though her hair is still completely black. 

PATROL COP: Listen, I don't know what you think you're doing, but just-

WILLOW: Take a nap. 

The cop falls down on the ground. 

Willow looks up at the police station building. She walks back a few steps to size it up. It's mostly brick, with large arched windows that have been bricked over. 

Cut back to the cell block. 

ANYA: ...so please, stop looking at me like it's your first trip to the circus and do your job. Let them out! 

Cut back to outside. Willow stands on the street, staring up at the second story of the building. 

Suddenly one of the bricks covering a window flies out. 

Cut back to the cell. The brick that came out was in the rear wall of Andrew and Jonathan's cell. They turn around to look, as a few more bricks come out too. 

Willow watches as more bricks come out of the wall, falling to shatter on the ground in front of her. 

Andrew and Jonathan flatten themselves against the bars, as far from the wall as they can get. The wall continues to come apart. 

OFFICER: You three stay here. 

ANDREW: Oh, like we have a choice! 

OFFICER: Don't move. You'll be safe here. 

The cop puts a hand on his g*n and runs off. 

ANYA: Are you even listening?! This is the one place they won't be safe! 

Cut back to outside. Willow continues staring fixedly at the building. Bricks continue to pop out. Now a piece of the surrounding wall falls out as well. 

Another big chunk of the wall comes out and falls onto a parked police car underneath. More cops begin to rush out from the building, yelling. 

Willow puts up a hand. 

WILLOW: Back off. 

A cop goes flying backward and slams into another car. The other cops keep coming. Another one of them goes flying. One of the remaining cops turns to stop the ones coming out from the building. 

COP: Hold it! 

The remaining cops stop several yards away from Willow, pointing their g*n at her and yelling. 

Cut back to the cell as the wall continues to come apart. 

ANDREW: (scared) Stop it, just stop! (to Jonathan) Why is she doing this? Tell her, we didn't do anything. 

JONATHAN: Yes we did. We signed on, we teamed up, we wanted to see where our plans would take us, well take a look. 

Another sh*t of the wall being ripped apart. 

JONATHAN: This is it. 

ANDREW: Maybe for you. 

Cut to outside. A bunch of cops are lined up facing Willow, pointing g*n at her. 

Buffy comes running up and stops beside the building, peering around the corner at the scene. We see it from Buffy's point of view: Willow standing surrounded by bricks and pieces of mortar, the crowd of cops pointing g*n at her and yelling, other cops helping each other up off the ground. 

Buffy turns and finds a door right behind her. She puts her hand on the knob. 

Cut back to the cell. 

ANDREW: Anya. Teleport us out of here, please. Take us with you. 

ANYA: I can't. It doesn't work that way. 

ANDREW: Oh, god. (more pieces of the wall coming off) HELP! 

Cut to the lobby. More cops go running across, headed for the front. Various sounds of yelling. Behind them a door smashes open, kicked by Buffy. She runs in, vaults over a divider wall, runs to the stairs and starts up. 

Cut to outside. Willow is still looking up at the hole in the building as a crowd of cops gathers in front of her, pointing g*n and yelling. 

Willow puts her hands out and down by her hips, and lifts up into the air, floating toward the hole. 

Cut to the cell. Willow appears in the hole in the wall, grabs the sides of it and climbs inside. 

The cell is empty. Willow looks around, then sees that the cell bars have been bent aside, making a hole. 

WILLOW: Buffy. 

Reveal Anya standing in the hallway just beyond the bars. 

ANYA: Willow , just stop for a second and listen to- 

Willow lifts her hands and hits Anya with a blast of magic. Anya flies backward and hits the opposite wall, falls down unconscious. 

Willow turns away and screams a shrill, loud scream of anger. 

Blackout. 

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Act II

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Same scene: Willow still screaming. Cut to the street. Buffy, Jonathan, and Andrew come out of the police station through the same door that Buffy entered earlier. Willow's scream is audible. Andrew has his hands over his ears. 

ANDREW: Aah! What is that sound? God, it kills. 

BUFFY: We have to make a run for it. 

Buffy peeks around the corner. We see the cops still gathered by the front door, holding their g*n and staring upward. Some cops covering their ears. 

ANDREW: Are you kidding? She's like Dark Phoenix up there! You expect us just to outrun her? 

BUFFY: Pretty much. 

A police car comes roaring up behind them. We see Xander at the wheel. 

XANDER: Get in. 

Buffy pushes Andrew and Jonathan toward the door. They start to climb into the car. Buffy runs around to the other side. 

The car starts moving with Buffy not yet in. It starts around the corner toward the gathered cops. Buffy runs alongside, gets the door open and jumps in. The car speeds off. A couple of cops yell and chase it briefly. The screaming noise continues throughout all this. 

Cut to a little later. The car drives down a dark street. 

BUFFY: Is she coming? 

XANDER: (checking rear-view mirror) I don't see anything. 

BUFFY: (to Jonathan and Andrew in the back seat) Are you guys all right? 

They stare at her. She realizes it was a dumb question. 

BUFFY: Are you injured? 

JONATHAN: I, I don't think so. 

ANDREW: Where are you taking us? 

BUFFY: (pauses) We'll find someplace safe and we'll keep you there until we can stop Willow. 

ANDREW: Run and hide, that's your brilliant plan? 

JONATHAN: I don't believe this. 

XANDER: Boys, if you don't knock it off, I will pull this car over and you can just walk to your painful deaths from here. 

Cut to the police station. Willow walks out the front door. She pauses, looks around, starts off in the direction the car went. 

Cut back to the car. 

JONATHAN: I don't get it. Willow's a witch. Why doesn't she just , you know, wave her arms and make us d*ad? 

BUFFY: Because she doesn't want you d*ad. She wants to k*ll you. 

ANDREW: But we didn't do anything. 

Buffy twists around in her seat and punches Andrew in the face. 

ANDREW: (whiny) Ow! 

XANDER: Hate to admit it, Buff, but Jonathan may have a point. Why isn't she right here right now? 

BUFFY: (uncertain) Maybe she's just getting her mojo up and running. Or maybe she hasn't figured out exactly how much power she really has yet. (b*at) Neither have we. 

XANDER: Guess we keep running, then. 

JONATHAN: I still can't believe that was Willow. I mean, I've known her almost as long as you guys. Willow was ... you know. She packed her own lunches and wore floods and was always... just Willow. 

b*at. Both Buffy and Xander look pensive. 

Suddenly the entire car shakes violently. We see something behind it, very close. Xander looks in the mirror. 

JONATHAN: Geez it! 

ANDREW: What was that? 

Reveal a large truck behind the car, with Willow standing on top of the truck's cab. Her eyes are all-black again. She holds her hands in front of her, elbows extended, palms facing out. 

XANDER: Just Willow. 

The truck races along immediately behind the car. Pan down from Willow to reveal the truck driver, struggling with the steering wheel, then giving up and throwing his hands up in the air. 

Buffy and Xander look nervously at their side mirrors. sh*t of the truck from the rear window of the car. The truck's grille looms very close. 

The truck speeds up and rams the back of the car a second time. Xander looks scared, keeps the car under control. The truck rams the car again. 

XANDER: O-okay, any ideas? 

BUFFY: Drive faster. 

The car speeds up and pulls ahead. But then the truck speeds up and catches up again. Another h*t. The bumper of the car comes partly detached and scrapes along the ground. The truck hits the car yet again. Everyone in the car looks scared. 

XANDER: This is faster! 

JONATHAN: She knows you're in this car too, right? 

They look back at the truck. 

JONATHAN: Right?! 

Buffy looks back nervously. 

sh*t of Willow grimacing, hunching over a little. 

JONATHAN: She's draining. 

XANDER: She's what-ing? 

Willow grimaces more, falls down to a sitting position on top of the truck. 

JONATHAN: Just keep going. 

Long sh*t of the car and truck rounding a corner onto a wide, deserted four-lane road. The car's bumper still drags behind, throwing up sparks. Xander concentrates on his driving. 

sh*t of Willow now on all fours and staring at the car, still grimacing. Buffy, Andrew, and Jonathan watch anxiously from within the car. 

The truck driver yanks at the wheel and finds it responding now. He swerves left, then right. Much screeching of tires. The truck comes to a stop. The car continues speeding away. 

The driver gives a sigh of relief. 

Andrew and Jonathan watch through the rear window of the car. 

ANDREW: (relieved laugh) Cool. 

The car speeds on, the bumper finally detaching completely and lying in the middle of the road. 

Cut to: Spike's crypt. Dawn is standing by the windows, looking out nervously, fidgeting. 

CLEM: (O.S.) Not that I'm knocking the nacho cheese ones. I like the taste. It's just the texture I can't deal with. 

Dawn ignores him. Reveal Clem with two separate bowls of chips in front of him. He picks up a chip and eats it, contemplating. 

CLEM: So gritty. (Dawn looking at him) Kinda hurts my tongue. So, I'd give 'em a seven. Maybe a seven-five ... and, you think this is dumb, don't you? 

DAWN: Uh, no! No, as taste tests go, this is definitely one of the better ones I've been to. CLEM: I get it. No biggie. (sighs) Uh, you wanna play cards? 

DAWN: Clem... 

CLEM: I can be a real boredom-buster, if you just give me half a chance. 

DAWN: It's not you. 

CLEM: Still, I feel responsible. (walking over to her) It's not fair ... girl your age, cooped up in a crypt. Tell you what, let me get my hat and coat, I'll take you to a movie. We'll go nuts! (coaxing) PG-thirteen. 

DAWN: (frustrated) Clem! 

CLEM: Uh-huh? 

DAWN: Look at me. Do I look weak to you? O-or incapable? 

CLEM: Heck no. 

DAWN: So why am I stuck here? 

CLEM: (shrugs) No good reason I can see. (sighs) I'm still real sorry about what happened. If there's anything I can do to help ... just name it. 

DAWN: (sly) Anything? 

CLEM: Ohh ... you're not going to get yourself in trouble now, are you? Or me? 'Cause your sister's the Slayer; I'm a demon, that's real good incentive to get along with her. 

DAWN: I need a demon to help me. 

She walks a little ways toward the door. 

DAWN: Spike would have. 

CLEM: Spike's gone. 

Dawn looks upset. 

Cut to: the African cave. It's very dark. Spike stands there, shirtless and barefoot, wearing his black pants, pacing a little. The shadowy demon from "Villains" speaks to him. 

DEMON: You understand, then. 

SPIKE: Yeah. (bored) Yeah, it's not like you haven't been clear about it, oh great mysterious one. This is a test. I don't get what I want unless I pass said test. That about the size and shape? 

DEMON: Yes. 

SPIKE: And since your pad is decked out gladiator-style, and no number two pencils have been provided ... I guess we're not starting with the written. 

Spike looks around nervously. A person walks up behind him. Spike turns and sees him. He appears to be human, but very large and muscular. 

SPIKE: Oh, here we go then. Just me and the walking action figure. I'm venturing this would be the k*ll-or-be-k*lled type of situation, then? 

DEMON: To the death. 

SPIKE: Right. 

Spike faces his opponent, anticipating. 

SPIKE: Here we are now. Entertain us. 

The muscled man holds up his fists and smacks his forearms together. Both his hands burst into flame. Spike looks alarmed. 

SPIKE: Oh, son of a b... 

Muscle-man punches Spike in the head. He goes down. Another punch. Spike scrambles backward on his butt and hands. 

sh*t of muscle-man from Spike's POV as the flaming fist swings down again. 

Cut to: a back alley somewhere, night. Two people walk along. Cut closer to reveal they are Clem and Dawn. 

DAWN: Rack's place was right around here last time. 

CLEM: Oh, huh, I don't feel anything. (quickly) Oh well. Not here. Let's go home. 

DAWN: You don't feel anything because his place moves. I told you. (they stop walking) 

CLEM: Know why Rack moves all the time? Because he's shady. A bad element comes down here. 

DAWN: I get that. But Willow's part of it now. She is the element. If she isn't around somewhere, Rack may know where she is. Which is why we need to talk to him. 

CLEM: (nervous) We? In a face to face way? 

DAWN: (impatient) Or me. I'll go in there without you. 

CLEM: No, no, it's fine, I'm good, it's just, Rack isn't partial to the floppy-eared. (Dawn looking skeptical) He has a thing! But, but hey, I'm in. Absolutely. 

DAWN: Either way. Just get me there. (resumes walking) 

CLEM: Say Rack does know where Willow is. He's not going to tell you for nothing. He's gonna want something. 

DAWN: I have money. 

CLEM: (sighs) That's not the kind of something he's gonna want. Rack likes little girls. 

DAWN: (stops walking, angrily) I am not a little girl. 

CLEM: I, I don't know if you've thought this through. I'm supposed to keep you safe (Dawn looking annoyed) and this whole thing is... I mean, even if you find Willow ... you really think you can stop her? 

Dawn stares at him, not sure what to say. 

Cut to the magic shop. The door opens and Anya enters, followed by Xander, then Andrew, Jonathan, and Buffy. Anya strides into the middle of the room impatiently. 

XANDER: Thanks, Anya, for getting here so fast. It's a big help. 

ANYA: Once again, Xander in need of the big help. 

XANDER: Whatever. So, can you still sense Willow? Knowing her location'd be a real big comfort right about now. 

They go over to the table that still holds the pile of now blank magic books. 

ANYA: No, I can't. Which means whatever she's feeling, it's gone way beyond simple vengeance. 

XANDER: Did I mention me needing the comfort? 

BUFFY: Whatever we've got, better grab it fast. This is one of the first places she's gonna think to look for us. 

ANDREW: (alarmed) Then what are we doing here? You know, I could summon a demon that would k*ll her. 

They all turn to look at him, angry. 

XANDER: And I could smack you so hard your eyeballs would switch sockets. BUFFY: No one is getting k*lled. Sit down. 

Jonathan and Andrew go to sit down. Anya moves off. 

BUFFY: We need to find some sort of magicks that'll stop Willow. Or at least slow her down. XANDER: But she drained the place. 

Anya does something at the cash register. Buffy and Xander look at the blank books. 

XANDER: (holding up a book) Took everything. 

ANYA: Not everything. 

Anya has a small key in her hand. She reaches under the counter to pull something out. 

XANDER: What is it? 

Xander and Buffy walk over. Anya produces a medium-sized wooden chest. She opens it and takes out a book. 

ANYA: Um, book of protection spells. Anti-magic, our last resort. 

XANDER: Think you can work this stuff? 

ANYA: (looking at book) Ah. Okay. Well, the good news is, text is intact. Bad news is, ah, I can't read a word of it. It's like in, ancient Sumerian or something. 

Close on the book, whose yellowing pages are covered in symbols. 

Jonathan gets up, walks a little closer. 

JONATHAN: Could I take a look at it? 

BUFFY: Shut up. 

JONATHAN: Right. 

Jonathan starts to turn back to his seat, pauses, addresses Buffy. 

JONATHAN: I just thought, you know, as long as you're protecting us, the least I could do is-

BUFFY: I'm not protecting you, Jonathan. None of us are. We're doing this for Willow. The only reason it happens to be your lucky day? Is because Willow kills you, she crosses a line, I lose a friend. (gets right up in Jonathan's face) And I hate losing. 

JONATHAN: I get that. It's just ... you know she's running out of power, right? I can tell. I can practically feel it. (quietly, embarrassed) I've dabbled in the magicks. 

XANDER: I think Willow's in a league of her own about now, dabble-boy. 

JONATHAN: But still, running that hot for that long, it's just a matter of time before you gotta re-charge, no matter how juiced up you are. 

BUFFY: Thank you. Now you remember that thing we talked about? 

JONATHAN: About me shutting up? 

Buffy nods. 

JONATHAN: (whispers) Right. 

He goes back to his seat beside Andrew. 

Xander pulls Buffy aside. 

XANDER: Buffy, let's say this works. And we stop Willow from working the hoodoo for a minute. What then? 

BUFFY: I talk to her. 

XANDER: Great. And say what? 

Buffy takes off her hat, runs her hand through her hair, sighs. 

BUFFY: Look ... whatever she's gonna do, she starts with those two. (indicating Andrew and Jonathan) They're the line she cannot cross. And if she's running low on magicks ? Then she's probably somewhere right now trying to get it all back. 

Cut to: Rack's place, night. The door opens (POV of someone entering the room), revealing a junkie boy lying blissed-out on the floor with his eyes closed, holding a lit cigarette. Pan over to Rack, sitting on the floor between a sofa and a coffee-table, laying out runestones on the sofa. He doesn't look at the camera. 

RACK: Hey, babe. I been waiting for you. 

He lays down another stone and looks over. Reveal Willow standing in the doorway, her eyes back to normal. 

RACK: Guess the rehab didn't take, huh. That's the way it goes sometimes. 

He gets up and walks slowly toward her. 

RACK: But I gotta say ... I could feel you coming a mile away, the power you got. And you know something, sweetness? (whispers) I liked it. 

He keeps moving closer, all sleazy and creepy-seductive. Willow doesn't react, just stands there. 

RACK: When you first came to me, you were just a little ... slip of a girl. 

He gets right up behind Willow, puts his hands on her shoulders and moves them down out of sh*t. 

RACK: Look at you now, all ... growed up. So full of dark juice. 

He moves to the other side of her, still behind her, his hands on her shoulders. He reaches up and brushes hair back from her face, nuzzles her ear. She still just stands there. 

RACK: And you still taste like strawberries. Only now ... (moves around in front of her) ...you're ripe. 

He stays right there in her face, almost like he's about to kiss her. He even puts his hand on her chin. 

RACK: You came because you want something. Don't you? 

Willow nods slowly. 

RACK: I thought so. (stroking her cheek) So tell me, Strawberry... 

Now his mouth is barely an inch away from Willow's as he continues to caress her cheek with one hand. 

RACK: ...what on this earth do you want? 

Willow lifts her own hand to touch Rack's face the same way. But then she starts to squeeze. 

WILLOW: Just to take a little tour. 

Suddenly her other hand comes up and smacks onto Rack's chest. Magic begins to flow. Rack gasps and groans helplessly. His body glows and little sparks of lightning flash around him. Willow continues to hold him by the chin with one hand with her other hand on his chest, slowly lifting him up off the ground as the magic crackles between them. Rack continues making little pained groaning noises. 

Cut to the alley. It's empty. A car goes by. 

Cut to Rack's waiting room. Clem enters through the shimmery magic wall, looks around, walks farther inside. Dawn appears behind him. 

DAWN: Yay, Clem, making with the demon senses! I knew you'd find this place. 

Clem looks around nervously. 

CLEM: (softly) It's not very clean. 

DAWN: Don't wig out on me again. 

CLEM: It's just, I'm still not so sure you should be here. I'm not so sure *I* should be here. 

DAWN: It'll only take a minute. Come on. 

Dawn walks toward the door that leads to the inner room. Clem watches nervously but doesn't follow her. She turns back, sighs. 

DAWN: You wanna wait here? 

CLEM: (relieved) If that works for you... 

DAWN: Be right back. 

She opens the door. Clem looks around, sighs nervously. 

Cut to the inner room. Dawn enters slowly, looking around. 

DAWN: Willow? 

She turns slowly, and suddenly comes face-to-face with Rack -- hanging upside down, with his head at Dawn's eye-level, d*ad. 

Dawn screams, whimpers, turns frantically toward the door. But Willow is in the way. 

WILLOW: Hey, cutie. 

Dawn stares in horror. 

Willow's hair is all black, her eyes are all black, and dark veins are visible all over her face. She gives a little smile. 

Blackout. 

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

Act III

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

Open on the same scene. We see Rack's floating corpse in foreground and Dawn staring fearfully at Willow in background. 

WILLOW: Dawnie, what are you doing here? 'Cause if you're looking for me? Now's not a great time. 

DAWN: You look terrible. 

WILLOW: Do I? 

Willow starts to move closer to Dawn. 

DAWN: You're back on the magicks. 

WILLOW: No, honey. I am the magicks. 

DAWN: (backing away as Willow advances) Did you k*ll that guy? 

WILLOW: (shrugging) It's an improvement, believe me. 

DAWN: (very nervous) I have to go. 

Dawn rushes past Willow and toward the door -- and suddenly Willow is in front of her again, blocking the door. Dawn gives a little yelp of fear. 

WILLOW: Why? So you can run and tell Buffy? 

DAWN: Willow ... please, just listen to me. 

WILLOW: You don't have to talk. Just think real loud. I can hear you. 

Willow advances again, and Dawn backs up again. 

DAWN: You're freaking me out. 

WILLOW: Oh, don't be like that. I'm just a little wired. And I have some things to do. I thought if anybody'd understand-

DAWN: I miss Tara, too! 

Willow stops cold, glares. 

DAWN: But this? What you're doing here? This is not the way to go! You're only going to make things worse! But I promise, it's not too late to-

WILLOW: You miss her? 

DAWN: (shocked) Yes. 

WILLOW: Did you cry? (Dawn still looking shocked) Of course you did. I get that. 

Willow resumes walking toward Dawn, and Dawn resumes backing away. 

WILLOW: I understand the crying, you cry because you're human. But you weren't always. 

DAWN: (hurt) Yes, I was. 

WILLOW: No, please. You're telling me you don't remember? You used to be some ... mystic ball of energy. Maybe that's why you're crying all the time, Dawnie. 'Cause you don't belong here. 

Dawn finds herself backed up against the wall, gasping anxiously. 

WILLOW: Wanna go back? End the pain? You'll be happier. I'll be happier. We'll all be a lot happier without listening to the constant whining. 

DAWN: (tearful and angry) Willow, stop... 

WILLOW: (mock-whining) "Mom!" "Buffy!" "Tara!" "Waah!" It's time you go back to being a little energy ball. 

Dawn looks very scared. 

WILLOW: No more tears, Dawnie. 

Willow's voice echoes weirdly on that last line. Dawn whimpers and presses back against the wall. Willow smiles a little, advancing right up to Dawn. 

Loud bang from behind. Willow turns. 

Buffy stands in the doorway. 

BUFFY: I think you need to get away from her. 

Cut to the Magic Box. Anya sits behind the counter with the magic book open in front of her, a notebook next to her, and a pen in her hand. Xander stands right behind her looking at another book. 

ANYA: You're too close. 

XANDER: How am I supposed to read? 

ANYA: I don't know, I'm staring right at this stuff and I can't read it. 

XANDER: Well, how's the translation coming? (Anya looking very annoyed)What have we got so far? 

ANYA: (sighs, looks at notebook) So far we've got "the." Well, either "the" or "towards," I'm not really sure. (writes something down) I can't do this. I'm in retail. Stupid ancient Sumerian. 

JONATHAN: (O.S.) I'm pretty sure it's Babylonian. 

Anya and Xander look up. Jonathan is standing on the opposite side of the counter. 

JONATHAN: The text is similar, but the dialect is completely different. 

XANDER: Great. Babylonian. Thanks a bushel. But unless you can read Babylonian, why don't you sit back down. 

Jonathan goes back to sit next to Andrew again. 

ANDREW: (softly) Why are you helping them? 

JONATHAN: Because they're saving our lives, you moron. 

ANDREW: Uh-huh. And what then? Even if they k*ll that Wicca bitch, you think they're just gonna let us walk? They own us. 

JONATHAN: So what do you want me to do? 

ANDREW: Look around. You know magic. We're in a magic shop. We can take them. 

Jonathan looks at him incredulously. 

ANDREW: The books are sucked dry, but so what? There's still like tons of supplies all around us. This is the best chance we're gonna get to make it out of here. 

JONATHAN: And do what? 

ANDREW: Start over. We can be a Duo. You and me. You can even be the leader, I swear, I'll take orders. (Jonathan looking contemplative) I like taking orders. Just tell me what to do. 

Jonathan looks like he's considering it. 

JONATHAN: You want an order? 

Suddenly Jonathan jumps up, grabbing Andrew by the front of his shirt, and slams him against a bookcase. 

JONATHAN: Grow up. 

XANDER: Hey now, play nice, fellas, or you'll break our concentration. 

ANYA: Which means no protection spell. 

Jonathan lets go of Andrew. 

XANDER: And Willow will make you two boneless chickens skinless, too. 

ANDREW: And then what? You think your little witch buddy's gonna stop with us? (Xander and Anya glaring at him) You saw her! She's a truck-driving Magic Mama! And we've got maybe seconds before Darth Rosenberg grinds everybody into Jawa-burgers, and not one of you bunch has the midichlorians to stop her. 

XANDER: You've never had any tiny bit of sex, have you? 

ANYA: The annoying virgin has a point. What if Willow fillets their soles and then comes after us? 

XANDER: She won't. 

ANYA: You don't know that. 

XANDER: We're her friends, Anya. Her family. She would never hurt us. 

ANYA: She tried to use you for a hood ornament, Xander. She doesn't care if you live or die. 

Xander looks stung by that. 

XANDER: Guess you two finally have something in common 

b*at. Anya looks slightly chastised. She turns back to her research. 

ANYA: I care if you live or die, Xander. I'm just not sure which one I want. 

XANDER: Again with the comfort. Look, we both know things might get ugly at, uh, Wiccapalooza. And if it gets really bad... 

ANYA: (still not looking at him) Let me guess. You'll propose? 

Xander looks a bit hurt by that too, but he presses on. 

XANDER: I need to know if you're gonna turn on me. Use this little shindig as an excuse for some sweet revenge. 

ANYA: (finally turns to look at him) There is nothing in this world that could give me greater or more lasting satisfaction than to reap bloody vengeance upon you, Xander Harris. But I can't. Not officially, not magically . (sarcastic) So smile, it's your lucky day. You got away with it, I can't hurt you. 

XANDER: Right, 'cause you varnishing the table with Spike, how could that possibly have hurt? It may have chafed... 

ANYA: (more quietly) That wasn't vengeance. It was solace. 

Xander looks surprised and very hurt. Anya looks upset too. 

ANYA: (sighs) Look ... I really can't hurt you, so, I'm just gonna have to settle for hating you. 

XANDER: If that's what you need to do. 

ANYA: (angry) Don't! You don't get to play the martyr. 

XANDER: I'm not. 

ANYA: You know, none of this would be happening if it weren't for you. 

XANDER: You think I don't know that? You think I'm the hero of this piece? (upset) I saw the g*n. Before Warren raised it, I ... I saw it, and I couldn't move. He sh*t two of my friends ... before I could even... You want me to know how useless I am? That it's my fault? Thanks. Already got the memo. 

Anya looks sympathetic. 

ANYA: (softly) I was talking about us. 

They return to studying their books. 

Cut back to Rack's. 

BUFFY: You need to back down a minute and think, Will. 

WILLOW: I wasn't gonna hurt her. Buzzkill. 

DAWN: (whispers, upset) She tried to turn me back... 

BUFFY: (advancing slowly) You're attacking the people who love you now? 

WILLOW: Only the ones in my way. 

BUFFY: That's not ... You need help. 

WILLOW: I'm doing fine on my own, thanks. 

Buffy gets right up next to them, still moving slowly. Suddenly she reaches out and grabs Dawn. 

BUFFY: Dawn, get out of here. Go! 

Dawn runs to the door, but it's suddenly locked. 

WILLOW: Don't. We're all friends. 

BUFFY: Willow, I know what you want to do, but you have to listen to me. The forces inside you are incredibly powerful. They're strong ... but you're stronger. (Dawn cowering in the corner) You have to remember you're still Willow. 

WILLOW: (scoffs) Let me tell you something about Willow. (advancing toward Buffy) She's a loser. And she always has been. People picked on Willow in junior high school, high school, up until college. With her stupid mousy ways. And now? Willow's a junkie. 

BUFFY: I can help. 

WILLOW: The only thing Willow was ever good for... 

She pauses, drops the bitter sarcasm and grows pensive. 

WILLOW: ...the only thing I had going for me ... were the moments - just moments - when Tara would look at me and I was wonderful. (grimly) And that will never happen again. 

BUFFY: I know this hurts. Bad. But Willow, if you let loose with the magicks, it will never end. 

WILLOW: (smiles nastily) Promise? 

BUFFY: You don't want that. 

WILLOW: Why not? 

Dawn moves away from the wall and approaches them. 

BUFFY: Because you lose everything. Your friends, your self... Willow, if you let this control you then the world goes away. And all of us with it. There's so much to live for. (forcefully) Will, there's too much-

WILLOW: (scoffs) Oh, please! This is your pitch? Buffy, you hate it here as much as I do. I'm just more honest about it. 

BUFFY: That's not true. 

WILLOW: You're trying to sell me on the world. 

The camera starts to do a slow turn thing where it stays focused on Willow but the background turns behind her... 

WILLOW: The one where you lie to your friends when you're not trying to k*ll them? And you screw a vampire just to feel? And insane asylums are the comfy alternative? This world? Buffy, it's me. I know you were happier when you were in the ground. The only time you were ever at peace in your whole life is when you were d*ad. Until Willow brought you back. 

The background has been changing as it turns... 

WILLOW: You know, with magic? 

Buffy suddenly blinks, looks disoriented. 

WILLOW: Oh. Sorry, the trip can be kind of rough... 

Dawn, standing next to Willow, is looking shocked and disoriented too. We see that they are now in the Magic Shop. 

WILLOW: ...if you're, you know , not me. 

We see Xander behind the counter, staring at them in surprise. 

Dawn looks around, suddenly collapses on the floor. 

BUFFY: Dawn! 

Buffy kneels next to Dawn. Willow turns, spots the remaining two Nerds sitting at the table again. Willow smiles. 

WILLOW: Jonathan. Andrew. (the geeks looking scared) You boys like magic, don't you? 

She smiles as magic starts to flow around her. 

WILLOW: Abracadabra. 

She lifts both her hands toward them. Streams of purple-black magic flow from her hands and toward them. A breeze ruffles her hair. Lightning flashes. 

Blackout. 

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

Act IV

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

Same scene. Willow is throwing magic at the Nerds, but it stops before it actually reaches them. Willow stops. 

WILLOW: Okay. Didn't see that coming. 

The Nerds are unharmed, and surprised. 

ANDREW: W-what was that? 

JONATHAN: We're alive. 

WILLOW: You guys want to take it slow? (Jonathan and Andrew exchanging a fearful look) I can do that, too. (smiles) Ask Warren. 

Willow lifts her hands and resumes with the magic. 

sh*t of Buffy sitting on the floor beside Dawn, both leaning against the counter looking weak. 

BUFFY: Don't! 

Willow continues throwing magic across the table at the Geeks, who are scared but untouched. 

Reveal Anya in a hidden nook around the corner, holding the magic book and muttering in Sumerian, or possibly Babylonian. She looks nervously around the corner and we can see the light from Willow's magic illuminating Anya. She looks back down at the book, continuously chanting. 

Willow stops again. Jonathan and Andrew exchange another fearful look. 

JONATHAN: Let's get out of here. 

They move toward one side of the table to go around it. Willow moves that way too. They stop, run the other way and toward the door to the back, which is standing open. 

WILLOW: No no, stay. 

The door closes itself in front of them. They stop, turn back. 

WILLOW: I mean, we're just getting started. 

Behind Willow, Buffy and Dawn finally get up. 

Jonathan and Andrew grab swords that are hanging on the wall. 

WILLOW: I've got big party plans. 

BUFFY: Will-

XANDER: (to Buffy) No, don't. 

WILLOW: Guys, come on. I'm just getting wood for the v*olence here. And you know what they say ... if at first you don't succeed... 

She lifts her hands and starts blasting magic again. 

Cut to the cave. Spike hurtles against a wall, groaning. He has a large bruise or burn on his chest, and various other burns and injuries. He slumps down onto the ground, wipes blood from his mouth with the back of one hand. 

SPIKE: Had enough? 

He pulls himself to his feet. 

The muscle-man with the flaming hands punches Spike again. He stumbles backward, goes around a large pillar, comes out from the other side and takes a swing. Muscle-man ducks, punches Spike again. He reels against another wall, bounces back, takes a few more punches and goes down. 

On the next punch, Spike grabs the other man's fist, flames and all. He winces in pain but holds on, then shoves muscle-man back with a strong thrust. 

SPIKE: (holding up his burnt hand) Bad move, bad move, bad move... 

He ducks another punch, grabs muscle-man's arm and flips him over onto his back. While muscle-man is on the ground, Spike kicks him in the groin, flipping him over. Spike straddles muscle-man's shoulders and takes hold of his head, twists it violently, breaking his neck. 

Spike straightens up, panting. 

SPIKE: Looks like local boy loses. 

The demon reappears, still in shadow so we can't see it too clearly. 

DEMON: So it would appear. 

SPIKE: Good on me, then. I get what I came for. I passed, right? 

DEMON: Indeed. You have passed the first stage of the test. 

SPIKE: Right, I get... (pauses) Wait. First stage? 

Silence. The demon's eyes glow greenish-blue. 

SPIKE: Bugger. 

Cut back to the Magic Box. Willow is still sending magic toward the Nerds. They stand wincing, holding their swords, as the magic fails to harm them. 

Willow stops again, seeming amused. 

WILLOW: Damn, that is one effective counter-spell. 

Jonathan and Andrew stare at her, scared, clutching the swords. 

WILLOW: Won't keep you alive, though. 

BUFFY: Will, stop. You need to give this up now. 

WILLOW: (ignoring her) I get it. You boys put a, a spell on yourselves, didn't you. Protecting you from harm ... from magicks. That's cute. 

BUFFY: Will, back off before somebody gets hurt. 

WILLOW: How 'bout I back off right after? (to nerds) So, which one of you boys worked the mojo? 

The nerds just stare, too scared to say anything. 

WILLOW: Doesn't matter, really. I'm just curious. 

sh*t of Anya still hiding in her nook, chanting her protection spell. 

WILLOW: Just because I can't do magicks to you, doesn't mean I can't do them on myself. 

Magic crackles around Willow as she bends her head and mutters something in Latin(?). 

More swirling magic and crackles of lightning just around Willow. 

Then the magic fades and she lifts her head, smiling. 

WILLOW: Now I'm pretty sure I'm strong enough to b*at you to death. 

The boys have retreated behind the table again. Willow reaches down and casually takes hold of a corner of the table, topples it over and throws it aside with ease. The books go flying, the table lies on its side. The boys look terrified. 

Willow starts toward them. Buffy moves over and blocks her way. 

BUFFY: I don't want to hurt you. 

Willow punches Buffy. Buffy flies backward a long way, crashing into a magazine rack against a wall. The geeks look even more scared. Xander looks alarmed, moves in front of Dawn. 

WILLOW: Not a problem. 

Willow starts toward the guys again. Buffy gets up, now wearing her kick-ass expression. She strides over to get in front of Willow again. 

BUFFY: I said I didn't *want* to. 

Buffy backhands Willow. Now it's Willow's turn to fly backward, crashing into a glass display case. Crash, tinkle, broken glass and wood and merchandise everywhere. Willow lands in a heap on the floor. 

BUFFY: Didn't say I wouldn't. 

Xander rushes toward the nerds. 

XANDER: Let's go. 

JONATHAN: What about Willow? 

XANDER: Buffy can handle her. 

DAWN: Are you sure? 

XANDER: No, that's why we're leaving. 

Xander, Dawn, Jonathan, and Andrew rush for the door. On the way, Xander passes Anya in her nook. 

XANDER: Come on! 

ANYA: I can't, I, I have to stay here to keep the spell going on Willow. 

XANDER: No, but... 

ANYA: (harshly) Go, do something right! 

Xander hesitates just another instant, then takes off with the others. Anya resumes chanting. 

Xander, Dawn, and the Nerds get to the door, open it, start out. 

Willow, still on the floor, looks up and sees this. 

WILLOW: No! 

Willow gets up, but Buffy strides up behind her and grabs the back of her jacket, throws her back away from the door. Willow slides across the floor, comes to a stop by the stairs leading up to the loft. 

Buffy stands there, ready. 

Willow gets up and faces Buffy. It's a showdown. Zoom in on Willow's face. Zoom in on Buffy's face. 

WILLOW: So. (smiling) Here we are. 

BUFFY: Are we really gonna do this? 

WILLOW: Come on, this is a huge deal for me! Six years as a side man, and now I get to be the Slayer. 

BUFFY: A k*ller isn't a Slayer. Being a Slayer means something you can't conceive of. 

WILLOW: (sighing, shaking her head) Oh, Buffy. You really need to have every square inch of your ass kicked. 

BUFFY: Then show me what you got. And I'll show you what a Slayer really is. 

They move toward each other and begin to fight. First they grapple and Willow tries a head-butt, then kicks Buffy in the stomach, punches her. Buffy ducks another swing and hits Willow, then punches her in the face. Willow does a spin-kick and gets Buffy in the face, then another kick. 

Buffy tries to kick Willow but Willow does a flip over her head, landing behind Buffy. Buffy turns and kicks Willow, tries to punch but Willow grabs her arm and hits her with her other hand. Willow throws Buffy across the room and against a bookcase. 

Cut to the street. Andrew, still holding his sword, walks along with the others. 

ANDREW: Where are you taking us? 

DAWN: Someplace safe. 

JONATHAN: Like where? 

DAWN: Xander? 

Xander walks fast, looking at a loss. 

XANDER: I don't know. 

Cut back to the Magic Box. Willow holds out her hand toward Buffy. Buffy is still up against the bookshelves, between them and the ladder leading to the loft. Books begin to fly off the shelves and h*t Buffy, trapping her. She clings to the ladder. 

Willow turns and starts to walk off. Scraping noises as Buffy manages to push the ladder away and get out from behind it. She rushes Willow from behind, knocking her to the floor and getting on top of her. 

WILLOW: Get off, super-bitch. 

Willow throws Buffy off and she flies into the counter, shattering more glass. They grapple again and exchange some punches. Willow kicks Buffy several times, then Buffy kicks her and punches her. Willow swings but Buffy grabs her arm. 

BUFFY: I can help you stop. 

Willow breaks the hold and punches Buffy several times. 

WILLOW: I thought you were gonna show me what a Slayer was. 

Cut to the street. The group continues to run along, but Jonathan is falling behind. Still holding his sword, but he's panting and running painfully. 

JONATHAN: Can't ... run any more. (they stop) I need to ... breathe. 

He leans over with hands on his knees, gasping. 

XANDER: If you wanna keep breathing, you gotta keep moving. 

ANDREW: (to Xander) This is bogus. We gotta get out of this town. (realizing something, turning to Jonathan) Mexico. We should go to Mexico. 

XANDER: Hey. You're not going anywhere. We just gotta find a place to hide you two until we get the all-clear from Buffy. 

ANDREW: Yeah, and what if the Slayer's d*ad already? (Dawn looking alarmed) We're just supposed to sit around waiting for Sabrina to show up and disembowel us? 

XANDER: You do what I say to- 

Andrew suddenly lifts his sword, putting its point to Xander's throat. 

ANDREW: I don't think so. 

Cut back to the magic shop. Buffy punches Willow a few times, blocks her punch and shoves her across the room, bringing down more furniture and merchandise. More crashing, stuff shattered, etc. 

Willow sits up ... and notices Anya. Her hiding place has been revealed by the latest destruction of furniture. Anya continues chanting, staring right at Willow, looking scared but defiant. Buffy looks alarmed. 

WILLOW: Well, hey. Isn't that interesting. Anya's still here. 

Willow gets up. Buffy runs over to intercede but Willow just shoves her aside, into yet another table covered with stuff. More crashing and shattering. 

Anya keeps chanting defiantly, staring at Willow, who advances on her. 

WILLOW: Looks like I've been beating on the wrong gal. 

Cut back to the street. Xander stands very still with the sword point at his chin. 

XANDER: Whoa, whoa. Okay, Andy. Let's just put the sword down. 

ANDREW: Oh, no way. I'm not gonna die because of something I didn't even do. 

XANDER: You're not gonna die. 

Dawn steps forward. 

DAWN: (firmly) Leave him alone. 

Jonathan extends his own sword, putting its point on the back of Andrew's neck. 

JONATHAN: Let him go, Andrew. (b*at) You heard me. 

ANDREW: You let me go first. 

JONATHAN: Uh-uh. Him. 

ANDREW: It's your move. 

JONATHAN: No. Yours. 

ANDREW: I'm not moving. (Dawn watching tensely) I'm not gonna budge 'til... 

Jonathan pushes his sword into Andrew's neck. 

ANDREW: ...right now. (whiny) Ow! 

Andrew lowers his sword and glares at Jonathan. 

JONATHAN: Xander's right. We're not leaving Sunnydale. When this is over, you and I are going back to jail to do our time. 

Cut to the Magic Box. Willow has Anya by the throat, holding her up off the ground. 

ANYA: Help me! 

Looking very scared, Anya looks past Willow to Buffy, lying apparently unconscious among the wreckage of the furniture. 

ANYA: Help me! (to Willow) You're hurting me. 

WILLOW: You can't block my spells if you can't chant. And you can't chant if you're sleepin'. 

Willow throws Anya aside. Anya crashes into another bookcase and falls to the ground, groaning, possibly unconscious. 

Willow looks over at Buffy, who is conscious now and gets to her feet. They square off again. 

WILLOW: Buffy ... I gotta tell ya ... I get it now. The Slayer thing really isn't about the v*olence. 

They circle around each other, watching each other carefully. 

WILLOW: It's about the power. 

Magic begins to crackle around Willow again. She lifts her hands and blasts Buffy with a bolt of magic. It throws Buffy back onto the desk. She slides across the desk and lands on the floor beside it, groaning. 

Willow walks a little closer, looking satisfied. Buffy doesn't get up, stays down with her forehead pressed against the floor, looking exhausted. 

WILLOW: And there's no one in the world with the power to stop me now. 

Suddenly a huge blast of green magic energy hits Willow from the side. She goes flying a huge distance across the room, lands on the floor and slides some more. 

She comes to a stop and lifts her head. Her nose is bleeding. She looks surprised, looks up in the direction the magic came from. 

Reveal Giles standing in the doorway, wearing a long black coat and no glasses. 

GILES: I'd like to test that theory. 

Blackout. 

End of episode. 

(since this was aired as a 2-hour movie with "Grave," there are no closing credits.)
{"type": "series", "show": "Buffy the Vampire Slayer", "episode": "06x21 - Two To Go"}