Buffy, the Vampire Slayer





                               Buffy, the Vampire Slayer

                                           by

                                      Joss Whedon 


             FADE IN:

             EXT. MEDIEVAL VILLAGE - JUST BEFORE SUNSET

             We see an Italian village at the height of the plague.  Funeral 
             processions, decrepit houses with their windows boarded up...  
             the stench of death all around.

             TITLE:  EUROPE. THE DARK AGES

             Through the filth a KNIGHT walks his horse.  He is weary but 
             not so dingy as his surrounding; a stranger in these parts.  
             He comes to an inn, where a boy takes his horse round back.  
             He enters the inn.

             INT. INN - SAME TIME

             The inn is dark and almost empty.  A couple of patrons drink 
             silently at tables.  Behind the bar stands a slovenly BARMAID, 
             dark-haired and lazy.  She scratches at her shoulder, on which 
             we see a birthmark.  The knight approaches the bar, throws 
             money down.

                                       KNIGHT
                            A tankard of ale, wench.

             The barmaid pours him a cup of ale.  He drinks deep, stands a 
             moment.

                                       KNIGHT
                                (continuing)
                            Some plague we're having, huh?

                                                                    CUT TO:

             INT. INN - UPSTAIRS HALL/BEDROOM - NIGHT

             The barmaid leads the knight, by candlelight, upstairs to his 
             room.  The door opens inward.  The knight stands in the doorway, 
             places a hand on the barmaid's hip.  She pauses a moment, then 
             breaks free of his grasp, starts down the hall.  He laughs a 
             bit, resignedly, and closes the door.

             A VAMPIRE stands behind it.  Not two feet from the knight, 
             grinning at him.  His eyes are skull-hollow and dancing in his 
             head, his bloody smile full with teeth.  His skin is gray, and 
             peeling.  The knight turns slowly and sees him.

                                       KNIGHT
                            Oh, my god...

             The vampire licks his lips.

             He is on the knight in a second, pushing him backwards into 
             the middle of the small room.  The knight struggles but is no 
             match for the vampire, who buries his face in the knight's 
             neck.  The knight screams.

             ANGLE ON DOOR

             It suddenly flies open, the lock shattered.

             The vampire turns like a frightened animal.  In the doorway 
             stands the barmaid, a SLAYER.  In her hand is a wooden stake.

             The vampire drops the knight, who crabs backwards into a corner.  
             The Slayer and the vampire come at each other.  The Slayer 
             spins and kicks; the vampire flies back.  Snarling, he comes 
             back at the slayer.  They struggle; he slips free and is out 
             the door.

             For a moment, the Slayer remains still, crouched on the floor.  
             The knight watches her.  She seems to be making a decision -- 
             perhaps even knows what is going to happen.

             She runs at the window.

                                                                    CUT TO:

             EXT. IN FRONT OF THE INN - SAME TIME

             The vampire comes running out the front door.  Before he is a 
             few feet from the front of the inn, the Slayer SMASHES through 
             the upstairs window and lands on him.  They both hit the ground, 
             and she plants the stake right in his heart.

             After a moment, we hear a voice:

                                       AMILYN (O.S.)
                            The lord giveth, and the lord taketh 
                            away.  Ashes, ashes...

             She looks up.

                                       AMILYN
                                (continuing)
                            ... All fall down

             There are ten or more vampires walking slowly toward her in 
             the otherwise deserted street.  At the front, maybe ten feet 
             away, is AMILYN.

             Amilyn is a grinning jackal, a servant to the Vampire-King.  
             His garb is a rotted approximation of a courtier's livery.  He 
             ambles toward the Slayer, giggling, as she stands.

             Behind her is LOTHOS, the Vampire-King.  His skin is deep white, 
             and smooth.  He wears a long coat -- his dress is not of any 
             era.  He is practically upon her before he speaks.

                                       LOTHOS
                            You must forgive Amilyn.  He tends 
                            to drool before supper.

             She turns.  He smiles, almost lovingly.

                                       SLAYER
                            Lothos...

                                       LOTHOS
                            You people will never learn.

             She swings at him but he grabs her arm.  Amilyn laughs 
             obnoxiously.  Lothos grabs the back of the Slayer's head, brings 
             her to him in a loving embrace.

                                       LOTHOS
                                (continuing)
                            We can't be stopped.  This is our 
                            world now.

             He pulls her head back swiftly, snapping her spine as her head 
             hits the back of her legs.  Lightning flashes.

                                                                    CUT TO:

             INT. ENGLISH CASTLE - NIGHT

             Lightning flashes outside the window.  It is torrenting rain.  
             An old MAN speaks to a hysterical GIRL of sixteen or so.  They 
             are both obviously noble of birth.

                                       GIRL
                            I can't!

                                       MAN
                            You know you must.  There is only 
                            one.  Now you are that one.  It is 
                            time.

                                       GIRL
                            Why?  Why me?

                                       MAN
                            She has died.  You are the next to 
                            be called.  Why do you think you 
                            were sent to me?  Trained as you 
                            were?  You bear the mark.

             He pulls aside her blouse to reveal a birthmark on her shoulder, 
             identical to the barmaid's.

                                       MAN
                                (continuing)
                            The mark of the Coven.

                                       GIRL
                            I don't understand.

                                       MAN
                            Ever since Adam and Eve first left 
                            the garden, he followed: the serpent.  
                            Satan.  He sends his legion in the 
                            shape of men, to feed on us, to 
                            breed his Hell on our earth.  They 
                            are a plague upon us.

             The man unravels a satchel of cloth.  From it he pulls an 
             elaborately carved wooden stake.

                                       MAN
                                (continuing)
                            But as long as there have been 
                            vampire, there has been the Coven; 
                            the line of Slayers.  Ones with the 
                            strength and the skill to kill them, 
                            to find them where they gather and 
                            stop the swell of their numbers.  
                            One dies, the next is called.

                                       GIRL
                            I'm just a girl.

                                       MAN
                            You are much more.

             He hands her the stake.  She feels the fit.

                                       MAN
                                (continuing)
                            One dies, the next is called...

             As she grips the stake more tightly, an awareness and sense of 
             power sees to fill her.  She lifts the stake over her head.

             CLOSEUP - A HAND

             The hand is lifted high, but it is not the girl's.  It holds 
             not a stake, but a pom-pom.

             EXT. HEMERY HIGH FOOTBALL FIELD - WIDER SHOT - DAY

             Opening CREDITS OVER:

             A football game in progress.  The stands are pretty full, the 
             crowd enthusiastic.  The hemery football stadium is just that; 
             a real stadium, not just makeshift stands on grass.

             On  the sidelines are the Hemery cheerleaders, led by BUFFY. 
             She is blonde (in nature as in name), pretty, and very 
             gracefully athletic.  She obviously enjoys what she is doing, 
             and she's good at it.

             With her on the squad are JENNIFER and NICOLE, two of her best 
             friends.  Beside them the COACH, yelling at the players.  The 
             scoreboard reads HEMERY VS. SETON.

             On the field are JEFFREY, wide receiver (and Buffy's boyfriend), 
             ANDY, quarterback, and GRUELLER, the huge left tackle.

             Buffy and the crowd wince as Andy is sacked for a nine-yard 
             loss.

                                       COACH
                            Come on, do the play!  The one 
                            where...  the one from the book!  
                            Where you make it go forward!

             The players huddle.

                                       ANDY
                            All right, guys, come on!

             He hits Grueller's helmet.

                                       ANDY
                                (continuing)
                            Grueller!  Fill that hole!  They 
                            were all over me!  Okay.  Let's run 
                            twenty-two.  Grueller, close the 
                            pocket, watch out for thirty-five.  
                            Thompson, run the post, right, wide 
                            out.  Jeffrey, go up the middle and 
                            run around like a chicken.

             They clap and break.  As they line up, Jeffrey looks over at 
             Buffy.  She smiles at him.  He winks, very suave.

                                       BUFFY AND CHEERLEADERS
                            Jeffrey!  Jeffrey! 
                            He's our man!  
                            If he can't do it 
                            We don't want it!

             On the hike, Andy drops back and looks for a receiver.  Jeffrey 
             runs in circles like an idiot (and not unlike a chicken), waving 
             his arms until Andy sails him the ball and he breaks for a 
             touchdown.

             The crowd goes wild -- particularly Buffy, who does an 
             impressive standing backflip.  Nicole looks at her, impressed.  
             Buffy smiles at her, giddy.

                                       COACH
                                (looking around)
                            Is that good?  Was that a good thing?

                                                                    CUT TO:

             INT. THE MALL - AFTERNOON

             The mall is typically busy.  Buffy, Nicole, Jennifer and 
             KIMBERLY can bee seen making their way through it.  They are 
             all dressed very similarly:  bright colors, a lot of white and 
             pink.  Not trashy, but mainstream and uninspired.  Esprit.  
             All of them carry shopping bags; they've done a good days work.

             TITLE:  CALIFORNIA. THE LITE AGES

             The girls pass by stores, vaguely window shopping.

                                       BUFFY
                            Mr. Howard is so heinous.  He's 
                            always giving me a hard time.  I 
                            get a C-plus on the test and he 
                            tells me, 'You have no sense of 
                            history.'  I have no sense of 
                            history?  He wears a brown tie.

                                       NICOLE
                            You got a C-plus?  I can't believe 
                            I cheated off you.

                                       BUFFY
                            Excuse me for not knowing about El 
                            Salvador.  Like I'm ever going to 
                            Spain anyway.  Ooh!

             A dress on a rack outside a store has caught her eye.  She 
             takes it and holds it in front of her.

                                       BUFFY
                                (continuing)
                            Mmmm.  Wouldn't I look just edible 
                            and nutritious in this?

             Kimberly and Jennifer catch up to them.

                                       KIMBERLY
                            Guys, what's the sitch?  I'm bored.

                                       BUFFY
                                (modeling the dress for 
                                Kimberly))
                            What do you think?

                                       KIMBERLY
                            Please.  It's so '91.

                                       GIRL
                            Oh.

             Buffy puts it back.

                                       KIMBERLY
                            What are we doing?

                                       BUFFY
                            Why don't we see a movie?

                                       KIMBERLY
                            Well, where?

                                       JENNIFER
                            Omniplex?

                                       NICOLE
                            Nee sitch.  No way.

                                       BUFFY
                            No THX.

                                       NICOLE
                            They don't even have Dolby.

                                       KIMBERLY
                            Beverly Center.

                                       BUFFY
                            Please.  They show previews for 
                            foreign movies.

                                       NICOLE
                            AMC?

                                       KIMBERLY/BUFFY
                            Bogus corn!

                                       KIMBERLY
                            Totally stale.  And the ushers are 
                            like, the acne patrol.  We're 
                            thinking Pavilion.  Sitch?

                                       BUFFY
                            Sounds toasty.  We're going Pavilion.

                                       JENNIFER
                            Excellent.

                                       BUFFY
                            What's playing there?

             A stranger, walking the other way, bumps into Buffy, doesn't 
             stop.  A man of about fifty, he is dressed shabbily, in a 
             wrinkled black suit and a black shirt.  He somewhat resembles 
             a priest.

                                       BUFFY
                                (continuing)
                            Excuse much!  Not rude or anything.

                                       KIMBERLY
                                (calling back)
                            Nice ensemble!

                                       NICOLE
                            What a homeless.

             The girls continue walking.  The man stops, turns to stare 
             after them.  His look is intense, slightly worried, his face 
             somewhat haggard.  Intelligence shines through his eyes.  He 
             holds himself stiffly, arms close to him, almost as if he 
             expected something to strike at him.

             This is MERRICK.  He pulls a picture out of his coat pocket, 
             looks at it.  Looks at them.

             INT. MOVIE THEATER - DAY

             The film is in progress.  This has no effect on the girls, 
             however, as they continue to talk ceaselessly.  They all have 
             diet sodas.

                                       NICOLE
                                (to Buffy)
                            So, is Jeffrey really spending the 
                            night at your house?

                                       BUFFY
                            That's the plan.

                                       NICOLE
                            Good enough!

                                       JENNIFER
                            Your parents are always going away 
                            for the weekend.  You're so lucky.

                                       BUFFY
                                (maybe not)
                            Yeah, I guess.

                                       JENNIFER
                            My mom doesn't go anywhere.  She 
                            even does the shopping network.  
                            I'm gonna die a virgin.

                                       KIMBERLY
                            What did Jeffrey's dad say?

                                       BUFFY
                            'Just remember you're in training, 
                            son'

                                       NICOLE
                            Oh, God.

                                       KIMBERLY
                            He is so bald.

             Seated a few rows behind the girls are PIKE and BENNY.  The 
             are fairly punked out, (and not currently attending high 
             school).  Pike is long and lean, has short hair spiked and a 
             taste for long coats and black.  Benny is somewhat stockier, 
             opts for a shaved head and suspenders.  Doc Martins for both.  
             Benny is clearly the more belligerent of the two -- when Pike 
             speaks, it's with surprising wit and reserve.  Sometimes.

                                       PIKE
                            Will you guys shut up, please?

                                       BUFFY
                            It could happen.

             Pike and Benny throw popcorn at her.

                                       PIKE
                            Booo!

                                       BENNY
                            Suck!

                                       PIKE
                            Wrong answer!  No prize.

                                       NICOLE
                            God!  Take a chill lozenge.

                                       KIMBERLY
                            Like we don't have rights too?

                                       BUFFY
                            Ignore them.

                                       BENNY
                            I can't believe these people.  We 
                            paid money to see this.

                                       PIKE
                            No, we didn't.

                                       BENNY
                            Oh, yeah.  But I still want to know 
                            what happens.

                                       BUFFY
                            Everyone get horribly killed except 
                            the blonde girl in the nightie, who 
                            finally kills the monster with a 
                            machete but it's not really dead.

             The boys stare at her.

                                       JENNIFER
                            Oh, my God.  Is that true?

                                       BUFFY
                            Probably.  What movie is this?

                                                                    CUT TO:

             ANGLE - THE MOON

             Fat and yellow, behind the clouds.  We hear a long HOWL.

             EXT. THE MOVIE THEATER - NIGHT

             Jeffrey pulls into the parking lot in his BMW convertible.  
             Grueller, howling, sits in the back behind Jeffrey and Andy.  
             They park and hop out, head toward the entrance.

                                       GRUELLER
                            Look at that moon!  It's huge!  
                            Come on, guys, we gotta do something 
                            tonight.  Party.

                                       ANDY
                            You know, if you would spend more 
                            time at home sleeping, you would 
                            spend less time on the field, 
                            sucking.

                                       JEFFREY
                            You were a bone out there today.  
                            Anyway, I'm booked.  Gonna spend 
                            some quality time with the little 
                            woman.

                                       ANDY AND GRUELLER
                                (coughing it into their 
                                hands)
                            Pussy-whipped.  Pussy-whipped.

                                       JEFFREY
                            You guys are pathetic.

                                       GRUELLER
                            Later for you, then.  I'm blowing.  
                            Andy, you coming?

                                       ANDY
                            No, I'll hitch a ride with Jeffrey.

                                       GRUELLER
                            Okay.  Later.

                                       ANDY
                            Headbutt!

             Andy and Grueller bring their foreheads together with 
             painstaking slowness, grimacing, and barely tap heads.

                                       ANDY
                                (continuing)
                            Later.

             Grueller walks off, head through a park.

             At the same time, Pike and Benny emerge from the theater.  
             They pass Andy and Jeffrey and the two pairs circle each other, 
             almost growling, eyes locked, before pike and Benny turn and 
             walk off, not quite in the direction Grueller took.  Buffy, 
             Kimberly, Jennifer and Nicole come out right after.  Buffy 
             heads straight for Jeffrey and they kiss massively.

                                       BUFFY
                            Nice game.

                                       ANDY
                            Jeffrey, I don't mean to sound sexist 
                            or anything, but can I borrow her?

                                       BUFFY
                            Andy!

                                       JEFFREY
                            No way.  You'd get her dirty.
                                (off her look)
                            He would, honey.  He's an animal.

                                                                    CUT TO:

             EXT. THE PARK - SAME TIME

             Grueller walks through the trees, enters an enclosed clearing 
             of grass.  He hears something, stops.  Maybe his name, maybe 
             just the BUSHES RUSTLING.  He looks about him, hesitantly.  
             Starts forward, stops again.

                                       GRUELLER
                            Yo!  Who is that?  Don't mess with 
                            me man, I'll rip your head off.

             Nothing.

                                       GRUELLER
                                (continuing)
                            Come on, come out here.  Let's see 
                            what you got.

             RUSTLING.  No one.

                                       GRUELLER
                                (continuing)
                            Forget this.

             He turns on his heel, ready to drop all show and bolt.  WALLY 
             BESSEL is right behind him.

             Wally is a ninth grader, small, nerdy, and recently undead.  
             In marked contrast to the older vampire in the prologue, Wally 
             is freshly undead.  He still has fat on his face; in fact, he 
             looks almost normal from afar.  But his inhuman eyes and his 
             uncommon pallor mark him as a vampire.  And the way he speaks 
             is unearthly.  Hollow, almost detached; repeating phrases 
             sometimes almost as though he had never heard them before.

             He smiles at Grueller.

                                       GRUELLER
                                (continuing)
                            Bessel!  What are you doing here?

                                       WALLY
                            Hi, Grueller.

                                       GRUELLER
                            What are you grinning at?  You think 
                            I was scared?

                                       WALLY
                            Could be.

                                       GRUELLER
                            You think so?

                                       WALLY
                            Could be.

             Grueller grabs Wally by his shirt collar and readily hoists 
             his small body up, Wally's feet dangling two feet off the 
             ground.

                                       GRUELLER
                            Listen, you little worm.  I could 
                            beat your head to a pulp for you, 
                            just like I did last year, you got 
                            that?  You got that?

                                       WALLY
                                (repeating)
                            Got that.

                                       GRUELLER
                            Good.

             He lets Wally go.  Wally remains two feet in the air.  
             Grueller's eyes go wide.

                                       GRUELLER
                                (continuing)
                            What the...

             Wally smiles even more broadly, quietly hissing.  He has long 
             fangs, made somehow more grotesque by the fact that he also 
             has braces.

             Wally's hands vise onto Grueller's head, lightning quick.  
             Grueller screams.

             ANGLE - PIKE AND BENNY

             Crossing a street, turning and listening.

             ANGLE - JEFFREY'S CAR

             Speeding by, everyone packed into it.  Andy howls back at 
             Grueller, mistaking his intent.  He settles back.  The girls 
             are looking at him.

                                       ANDY
                            It's um... you had to be there.

             In the front seat next to Jeffrey, Buffy winces slightly.

                                       JEFFREY
                            You okay?

                                       BUFFY
                            I... yeah, I'm okay.  I'm fine.

             ANGLE - THE FULL MOON

                                                                    CUT TO:

             INT. BUFFY'S LIVING ROOM - ANGLE ON TV - NIGHT

             We see another full moon, this one on the TV screen.  "Dracula" 
             is on, Lugosi's original.

             The lights are off in the living room as Jeffrey enters from 
             the kitchen, sits down on the couch holding a bag of munchies.  
             Buffy is still in the kitchen, making corn.  Jeffrey flicks 
             the remote, changes channels.

             ANGLE - THE TV

             The movie is replaced by the local news, in mid-broadcast.  A 
             NEWSCASTER sits at his deck, a super of a teenage girl behind 
             him.

                                       NEWSCASTER
                            -- The fourth such disappearance in 
                            less than two months.  The sheriff 
                            was not available for comment, but 
                            a police spokesman issued a 
                            statement, saying that the situation 
                            is not out of hand...

                                                                    CUT TO:

             INT. KITCHEN - SAME TIME

             Buffy's FATHER walks purposefully into the kitchen holding a 
             suitcase that he plops by the front door.  He crosses out again 
             as Buffy's MOM crosses in, also with luggage.

                                       BUFFY'S DAD
                            We're gonna be late.  I knew it.

                                       BUFFY'S MOM
                                (to Buffy, but not looking 
                                at her)
                            Now, we'll be back on Sunday, 
                            number's on the fridge, don't drive 
                            the Jaguar and tell Consuela my 
                            underwear does not go in the 
                            dishwasher.

             She's already out again by the end of this, as dad comes back 
             in.

                                       BUFFY'S DAD
                            Have fun be good stay away from the 
                            Jag.

                                       BUFFY
                            I know.

             And he's out the back, mom entering on his heels.

                                       BUFFY'S MOM
                            Well, that's everything.  Kiss noise.

             She actually makes a kiss noise at her daughter.

                                       BUFFY
                            'Bye.

             Buffy's mom heads out the door as Buffy heads into the living 
             room.

             INT. LIVING ROOM - SAME TIME

                                       BUFFY'S MOM
                                (calling out)
                            Bye-bye, Bobby!

                                       JEFFREY
                            Bye!
                                (to Buffy)
                            They think my name's Bobby?

                                       BUFFY
                            Well... it's possible they think my 
                            name's Bobby.

                                       JEFFREY
                            Real 'quality-timers,' Hugh.

                                       BUFFY
                            Something like that.

                                       JEFFREY
                            Hey, it works for me.  If they want 
                            to leave you alone in the house, 
                            all helpless and vulnerable...

             Buffy sits, squints disapprovingly at the screen.  She has a 
             bag of microwave lite popcorn and is spraying diet butter 
             substitute on it.

                                       BUFFY
                            What show is this?

                                       JEFFREY
                            It's the news, Buffy.

                                       BUFFY
                            Oh.  Who's in it?
                                (off his look)
                            I know what it is.  It's what's on 
                            instead of the movie.

                                       JEFFREY
                            I just want to see the basketball 
                            scores.  It's important.

                                       BUFFY
                                (over a handful of popcorn)
                            Mmmnkay.

             Jeffrey leans in toward her.

                                       JEFFREY
                            Of course, there are... other 
                            considerations...

             He starts kissing her about the face and neck.  She leans 
             submissively back on the couch as he works his way on top of 
             her.  He gives her a long kiss on the mouth, then works over 
             to her ear.  As he is burrowing about in there, Buffy sneaks 
             another handful of popcorn into her mouth.

             She leans back, by accident, on the remote.

             ANGLE - THE TV

             "Dracula" reappears.

                                                                    CUT TO:

             INT. 18TH CENTURY CHINESE WHOREHOUSE - NIGHT

             Not, by any stretch, an upscale joint.  Dark, cramped, and 
             scummy.  A young Chinese Whore sits on a bed, wearing little 
             enough that we can see the telltale birthmark on her shoulder.  
             A repulsive British SAILOR is dressing, his business finished.  
             Looking disgusted, he throws his payment on the bed.  For some 
             reason, the bed is littered with popcorn.

                                       SAILOR
                            You never touched my heart.

             He leaves.  Alone, the Girl hears a NOISE in the dark corner, 
             a wet RUSTLING.  Slowly she gets up to see.  Approaches...

             It is a pool of blood.  She stares at it, terrified.  A hand 
             reaches out of it.

             She runs out into the hall, but it leads nowhere but a dead 
             end.  Standing there, waiting for her, is Lothos.  He smiles 
             at her and we see she is now Buffy.

                                       LOTHOS
                            Soon.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - BEDROOM - EARLY MORNING

             Buffy is thrashing in bed.  Jeffrey is holding her by the 
             shoulders and shaking her.

                                       JEFFREY
                            Buffy!  Hey, what's the sitch?!?  
                            Wake up!

             She wakes, grasping, her eyes melting into focus on Jeffrey's 
             face.

                                       BUFFY
                            Oh, wow.  Oh, wow.  Oh, wow.

                                       JEFFREY
                            You were having a nightmare.

             He settles back down, his arms around her, and almost instantly 
             begins to fall asleep again.

                                       JEFFREY
                                (continuing)
                            What'd you dream about?

                                       BUFFY
                            Nothing.

                                       JEFFREY
                            Come on, what was it?

                                       BUFFY
                            Nothing.  It was just a dream.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - SAME TIME

             Dark, cavernous -- walls hewn from rock, lit torches clamped 
             to them.  Cold stone floor and in the foreground, a dark pool 
             of blood.  A HUM, possibly a chant, fills the air.

             A figure steps up to the pool, his back to the CAMERA, and 
             kneels before it.  He holds his hand over the surface of the 
             blood.  As he speaks, his voice an urgent hiss, we TRACK AROUND 
             him, see that it is Amilyn.

                                       AMILYN
                            You have brought us here, and we 
                            thrive.  We thrive.  You will awake 
                            in a new world.  Just as I promised, 
                            untold splendor, rubies dripping 
                            from our lips.  Just as we said.

             CLOSEUP - AMILYN'S HAND

             A hand shoots out of the pool and grabs Amilyn's.  Amilyn leans 
             over and fervently kisses it.

                                       AMILYN
                                (continuing)
                            Soon...

                                                                    CUT TO:

             EXT. SCHOOL YARD - DAY

             Buffy sits with Nicole, Jennifer, Kimberly and CASSANDRA.  
             Cassandra is not quite in the same league as the other girls -- 
             for one thing, she studies.  She's not as glamorous, nor a 
             vacuous.

                                       BUFFY
                            The environment.

             They consider this a moment.

                                       NICOLE
                            The homelesses?

                                       KIMBERLY
                            Oh, please.

                                       JENNIFER
                            Are there any good sicknesses that 
                            aren't too depressing?

                                       BUFFY
                            Guys.  The environment.  I'm telling 
                            you, it's totally key.  The earth 
                            is in terrible shape, we could al 
                            die, and besides, Sting's doing it.

                                       KIMBERLY
                            I thought he was doing Indians.

             Jeffrey and Andy arrive, sit.  Jeffrey straddles Buffy from 
             behind, wrapping his arms around her.  She snuggles in his 
             grasp.

                                       JEFFREY
                            Hey there.

                                       BUFFY
                            Hi.

                                       JENNIFER
                                (shyly)
                            Hi, Jeffrey.

                                       ANDY
                            Whatchya guys doing?

                                       NICOLE
                            The winter dance.  We need to come 
                            up with a theme.

                                       JEFFREY
                            The senior dance?  How about... 
                            'Our Friend, the Beer?'

                                       ANDY
                            'Putting Out for Fun and Profit'... 
                            possible thought...

                                       KIMBERLY
                            Try new Clue-flakes.

                                       BUFFY
                            It has to be, like a socially 
                            conscious theme.

                                       CASSANDRA
                                (reading from a memo)
                            'One that reflects the students' 
                            growing awareness of and involvement 
                            in the world around them.'

                                       JEFFREY|ANDY
                            Downer.

                                       BUFFY
                            I still say the environment.  That's 
                            my suggestion.

                                       CASSANDRA
                            It is a pretty crucial subject.

                                       BUFFY
                            See, Cassandra likes it.  Cassandra's 
                            my friend.

                                       ANDY
                            I like it.  Can I be your friend?

                                       JEFFREY
                            Stay away from my thang.
                                (to Buffy)
                            Sorry, honey.  'Thing.'

                                       NICOLE
                            Environment.  That's cool with me.

                                       KIMBERLY
                            Okay.

                                       CASSANDRA
                            So, what are the most immediate 
                            threats to the world environment 
                            right now?

             Cassandra has paper and pen, is poised to make a list of 
             suggestions.  The other all look at each other uncomfortably.  
             Cassandra obviously knows the answer, but regards her friends 
             silently, waiting to see what the come up with.

                                       JEFFREY
                            Well, um... litter?

                                       ANDY
                            Litter, yeah!

             Everyone but Cassandra is impressed by this.

                                       JEFFREY
                                (to Cassandra)
                            Write that down.

                                       JENNIFER
                            Okay, what else?

                                       NICOLE
                            Forest fires?

                                       ANDY
                            Communism?

                                       BUFFY
                            Bugs.

                                       CASSANDRA
                                (helpfully)
                            Okay, guys, how about the ozone 
                            layer?

                                       KIMBERLY
                            Oh, yeah!

                                       NICOLE
                            Right!

                                       BUFFY
                            We gotta get rid of that!  That's 
                            right.

             GARY MURRAY, a well meaning but pompous little administrator, 
             come up to the kids.  He's kind of like Charlie Brown:  you 
             always say his whole name.

                                       GARY MURRAY
                            I don't suppose you kids heard the 
                            first bell, did you?  The first 
                            bell was saying, 'Start going to 
                            class, it's time to go to class.'  
                            In about thirty seconds the second 
                            bell is going to be saying, 'Already 
                            be in class.'

                                       JEFFREY
                            We're having a very important 
                            discussion here.

                                       GARY MURRAY
                            Why do I have trouble believing 
                            you?

                                       JEFFREY
                            Something from your childhood, maybe?

                                       GARY MURRAY
                            Button it, Kramer.  Classes are 
                            starting.  Be there or beware.

             Gary Murray walks off.

                                       ANDY
                            Man has a complex.

                                       BUFFY
                            He's got a...  What do you call it?  
                            A Napoleonic Code.

                                       JENNIFER
                            It's 'cause he's so tiny.

                                       ANDY
                            Yes, but what he lacks in height he 
                            makes up in shortness.

             They get up and start heading to class.

                                       KIMBERLY
                            Let's meet tonight, okay?

                                       BUFFY
                            Where?

                                       KIMBERLY
                            Cafe Blase.

                                       NICOLE
                            Cool.  We can figure decorations 
                            and stuff.

                                       BUFFY
                            Cassandra, you gotta come, too.

                                       CASSANDRA
                            Can't.  History report.  The Normans 
                            and the Saxons.

                                       BUFFY
                            Bogutude.  Blow it off.

                                       CASSANDRA
                            I really can't.  Besides, it's pretty 
                            interesting.

                                       BUFFY
                                (not harshly)
                            You're weird and I'm afraid of you.  
                            Seriously, Cassandra, there's a lot 
                            cooler things you could be doing 
                            than your homework.

                                       CASSANDRA
                            Like what?

                                       BUFFY
                            Like my homework.

             Buffy smiles, trots off.

                                                                    CUT TO:

             EXT. THE CITY - NIGHT

             We see SHOTS of the deserted city at night.  It's a small, 
             upscale town.  Suburban streets, businesses, and a  few more 
             depressed areas, boarded up houses.  No one is out.  TREES 
             RUSTLE, shadows flicker, but the curling mist is the only 
             visible presence.

                                                                    CUT TO:

             INT. CAFE BLASE - NIGHT

             A classic faux-Fifties L.A. diner.  Pictures of Frankie and 
             Annette, bright lights, those same tired Fifties standards 
             playing on the JUKEBOX.  Buffy, Kimberly, Jennifer and Nicole 
             are sitting at the end of the counter, at the corner.

                                       KIMBERLY
                            I don't see why we have to invite 
                            everyone.

                                       BUFFY
                            Kimberly, it's the senior dance.

                                       NICOLE
                            If we don't invite all the seniors 
                            we can't use the school funds, you 
                            know that.

                                       KIMBERLY
                            Can't they make exceptions?  Maryanne 
                            Heinel?  She's such a scud.  Can't 
                            we have a Maryanne clause?

                                       NICOLE
                            Well, look who's here.

             GIRLS' POV

             Pike and Benny have entered the diner, quite drunk.  As they 
             pass the jukebox, Benny gives it a kick and the music stops.  
             A few people look up, annoyed, as they approach the counter.

                                       WAITRESS
                            Hey!

                                       BENNY
                            The Fifties are over.

                                       PIKE
                                (earnestly)
                            We have to learn to let go.

                                       WAITRESS
                            Don't give me any trouble, okay?

                                       PIKE
                            No trouble.  We just want to eat.

             They sit next to Buffy and begin pooling their money on the 
             counter.  It comes to about $2.50, heavy with pennies.

                                       PIKE
                                (continuing)
                            Come on, come on, fork up the scub.

                                       BENNY
                            That's it, man.  That's the whole 
                            story.

                                       PIKE
                            We're looking at a dog, possible 
                            coffee...

             He digs and produces a quarter from his pocket.

                                       PIKE
                                (continuing)
                            It's coffee.

                                       BENNY
                            Amazing!

                                       KIMBERLY
                                (to the other girls)
                            Smell of booze much.

                                       NICOLE
                            Nice much.

                                       PIKE
                                (to the waitress)
                            Can we have a hot dog, please, medium 
                            rare, and a cup of joe?

                                       BUFFY
                            You guys are thrashed.

                                       JENNIFER
                                (to Buffy)
                            What are you talking to them for?

                                       BENNY
                                (to Buffy)
                            What did you say?

                                       PIKE
                            Yeah, we're drunk.  We're the Drunks.  
                            What's your name?

                                       BUFFY
                            Buffy.

                                       BENNY
                            Figures.

                                       PIKE
                            Do people ever call you 'Buffy the 
                            Buffalo?'  I'm just wondering.

             Buffy gives him a look.

                                       PIKE
                                (continuing)
                            The don't.  You kind of wish they 
                            would, though.

                                       KIMBERLY
                            Wit-tay.

                                       PIKE
                            I'm sorry.  I'm Pike.  This is Benny.

                                       KIMBERLY
                            Pike isn't a name.  It's a fish.

                                       PIKE
                            Hey, wait a minute...

                                       BENNY
                            You're the guys from the movie!

                                       PIKE
                                (good naturedly)
                            We hate you guys!

             The girls all make sad noises, real sarcastic.

                                       PIKE
                                (continuing)
                            You guys were way rude.  It was 
                            shocking.

                                       NICOLE
                            You just snuck in anyway.

                                       PIKE
                            So you have to ruin the movie for 
                            us?  You know, other people have 
                            feelings, too.

                                       KIMBERLY
                            I am so sure.

             The waitress brings the hot do.  Benny takes it out of the bun 
             and holds it over his crotch, phallus-like.

                                       BENNY
                            Hey, Buffy, you hungry?  I got 
                            something for you...

             The other girls look down and shriek.  Buffy looks at Benny, 
             looks at him in the eye.

             ANGLE - BUFFY'S HAND

             It closes silently around the knife at her place.

             Buffy is still looking at Benny, she seems to be hypnotizing 
             him, and maybe even herself.  The NOISE in the diner seems to 
             FADE AWAY for a moment.  Buffy shifts slightly, almost a twitch, 
             and the spell is broken.  The SOUND RETURNS, Buffy looks away, 
             letting go of the knife exactly where it was.

             Benny looks down.  His hot dog has been sliced neatly down to 
             about an inch.  He is shocked.

                                       BENNY
                                (continuing)
                            Hey!  She wasted my dog!

                                       PIKE
                                (smiling)
                            Bummer metaphor.

             Buffy looks off, a little surprised herself.

                                                                    CUT TO:

             EXT. STREET - NIGHT

             Pike and Benny have left the diner and are walking down the 
             street.  Pike produces a bottle of Mezcal from his coat pocket 
             and takes a swig, hand it to Benny.  They continue to pass it 
             back and forth.

                                       BENNY
                            Rich bitches.  They're a plague.  
                            They've gotta be stopped.

                                       PIKE
                            You didn't like them.

                                       BENNY
                            They're all the same!  They're so 
                            stuck up, they're just... they're 
                            not even human.  I hate them.

                                       PIKE
                            Would you sleep with them?

                                       BENNY
                            Yes.  Definitely.  Definitely.  
                            Please, God.

                                       PIKE
                            Well, there it is, isn't it?  You 
                            don't even like them, and you'd 
                            sleep with them.  What's that all 
                            about?

                                       BENNY
                            I got a news flash, man, another 
                            shot of this and I'll have sex with 
                            you.

                                       PIKE
                            Oh, yeah, and then you'll never 
                            call me.

             They continue walking.  A shadowy figure appears behind them, 
             following.

                                                                    CUT TO:

             INT. DINER - NIGHT

             The girls have all finished their sundaes.

                                       NICOLE
                            Come one, that was so weird.

                                       BUFFY
                                (uncomfortable)
                            What, it's not weird.  I just cut 
                            the stupid hot dog in half.

                                       KIMBERLY
                            I can't believe they still ate it.

                                       JENNIFER
                                (to Buffy)
                            Where'd you learn how to do that?

                                       BUFFY
                            I didn't learn... I just... it's 
                            not a big deal.

                                       KIMBERLY
                            Buffy, I'm gonna tell Jeffrey you 
                            were playing with another man's 
                            Hebrew National.

                                       BUFFY
                                (annoyed)
                            Get a boob job.

                                       NICOLE
                            It's like when we took gymnastics 
                            in eighth grade.

             Buffy makes a face.  She doesn't want to hear this story.  We 
             HOLD on her as Nicole tells it.

                                       JENNIFER
                            What happened?

                                       NICOLE
                            Buffy was on the uneven parallels -- 
                            she was really good; coach said she 
                            could have been in the Olympics -- 
                            but she was doing a routine, 
                            spinning, and the beam broke.

                                       JENNIFER
                            You're kidding.

                                       NICOLE
                            Snapped.  Buffy was, you know, on 
                            the upswing, and I swear to God she 
                            went across the room.  Perm over 
                            heels.

                                       JENNIFER
                            Oh, my God!  Ouch!  No wonder you 
                            quit.

                                       NICOLE
                            Well, that's the thing.  She landed 
                            on her feet.  Didn't even sprain a 
                            toe.  And I go up to her and she 
                            turns and looks at me and she's 
                            like this --

             She makes a hyper-intense face.  The others laugh.

                                       NICOLE
                                (continuing)
                            -- like she's gonna kill me.

                                       BUFFY
                            I was just scared is all.

                                       NICOLE
                            No.  It was mondo bizarro.

                                       KIMBERLY
                            Buffy, the ape-woman.

                                       NICOLE
                            Seriously, Buffy.  That look was 
                            way twisted.  What were you thinking 
                            about?

                                                                    CUT TO:

             EXT. STREET - NIGHT

             Perhaps in answer, we see the same shadowy figure moving behind 
             Pike and Benny as they continue to walk home.  They're really 
             bombed now.  They are somewhere in the hills now, and they 
             come to the edge of a steep incline overlooking the valley.  A 
             waist-high concrete wall is built into the side of the earth.  
             They stand below a thick, green tree.

                                       PIKE
                            I'll have it running in a week.  
                            It's be beauty.  It just needs new 
                            shocks, you know, break pads, an 
                            engine, and some wheels.  It'll be 
                            totally cherry.

             Pike finishes the bottle, eats the worm, and chucks the BOTTLE 
             over the side.  There is a moment before they hear it SHATTER.

                                       BENNY
                            When you get your car together, 
                            man, let's bail.

                                       PIKE
                            You think?  Split?

                                       BENNY
                            Utterly.  Let's bail this town.  
                            It's getting... I don't know.  Let's 
                            go somewhere where there aren't any 
                            rich bitches.

                                       PIKE
                            Our own world, where we could live 
                            and grow beans.  Hundreds of beans.

             Benny wavers, catches hold of Pike.

                                       BENNY
                            I think I'm gonna ralf.

             He leans over the side of the wall, hangs his head down.

                                       PIKE
                            Don't worry, Benny.  I'm here for 
                            you.

             Pike falls over backwards.

                                       PIKE
                                (continuing)
                            I'm here for you, Ralf.

             Pike passes out.

             CLOSEUP - BENNY

             Still waiting to throw up.  The figure approaches slowly from 
             behind him.  The figure is a few feet away from him when a 
             hand shoots down from above and grabs Benny's face.

             ANGLE - IN THE TREE

             Amilyn sits on a low branch, pulls Benny up to face him.  Amilyn 
             has changed his manner of dress drastically.  He wears a 
             motorcycle jacket and sunglasses.  His hair is punked out.  
             Benny is in shock, as Amilyn holds him easily by his shirt 
             collar.

                                       AMILYN
                            You wanna go for a ride?

             Amilyn leans back -- all the way back, falling back out of the 
             tree and pulling Benny with him.  We see them fall out past 
             the wall just as the shadowy figure reaches it.

             It is Merrick, the man from the mall.  He runs to the side of 
             the wall, looks over.  The two are already lost in the dark 
             mist.  Merrick turns around, looks about him.  He digs in his 
             pockets, pulls out a cross and a stake, holds them tightly.  
             While digging he pulls out an old, stained picture, lays it on 
             the railing.  Stake and cross in hand, he stands by Pike looking 
             out at the night.

             ANGLE - THE PICTURE

             It is a ten year old girl about to blow out the candles on her 
             birthday cake.  The cake reads, "Happy Birthday, Buffy".

                                                                    CUT TO:

             EXT. FOOTBALL FIELD - AFTERNOON

             Buffy, Nicole and Jennifer and another cheerleader are 
             practicing.

                                       JENNIFER
                            What was the step after...  The one 
                            from Thursday.  I never learned it 
                            right, I don't think.

             Buffy shows her.  They do it together for a minute.

                                       BUFFY
                            That is so cool.

                                       NICOLE
                            Thank you very much.

                                       BUFFY
                            Nobody is even gonna look at the 
                            game.

                                       JENNIFER
                            Hey, I was thinking, for the dance, 
                            what about a big sign that says 
                            'Don't Tread On Me'.  You know, and 
                            a picture of the earth.

                                       BUFFY
                            Don't tread on the earth?

                                       NICOLE
                            I don't get it.

                                       BUFFY
                            How do you not tread on the earth?  
                            I mean, you kind of have to.

                                       JENNIFER
                            I never thought of that.

                                       NICOLE
                            I gotta bail.  You coming?

                                       BUFFY
                            You guys blow.  I'm waiting on 
                            Cassandra.  She's gonna help me 
                            with my history.

                                       NICOLE
                            Cassandra's really smart.

                                       BUFFY
                            Yeah... She's okay, though.

                                       NICOLE
                            I guess.

                                       JEFFREY
                            Are you going out with Jeffrey 
                            tonight?

                                       BUFFY
                            Jealous?

             Jennifer laughs, uncomfortably.

                                       BUFFY
                                (continuing)
                            Don't worry, Jennifer.  Someday 
                            your prince will come.

                                       NICOLE
                            Yeah, just make sure you do first.  
                            Let's go, guys.

                                       BUFFY
                            B'bye.

             The other girls leave.  Buffy is alone on the empty field.  
             She looks around her.  She starts doing a routine, tentatively.  
             Then she runs toward the middle of the field and jumps, flies 
             into an extraordinary series of gymnastic flips and cartwheels.  
             She rolls into one final flip, a huge one, and lands, a perfect 
             ten, about three inches from Merrick.

             She screams in surprise, steps back.

                                       BUFFY
                                (continuing)
                            God, where the hell did you come 
                            from?  You scared me to death.

                                       MERRICK
                            I'm sorry.  That was impressive.  
                            The...  tumbling.

             His accent is clipped -- British.

                                       BUFFY
                            What?  Oh.  I used to do gymnastics.  
                            Are you looking for someone?

                                       MERRICK
                            I'm looking for you, actually.

                                       BUFFY
                            Am I in trouble or something?

                                       MERRICK
                            Not at all.  My name is Merrick.  I 
                            was sent to find you some time ago.  
                            I should have found you much sooner 
                            but there were...  complications.  
                            You should have been taught, 
                            prepared.

                                       BUFFY
                            What are you talking about?

                                       MERRICK
                            I've searched the entire world for 
                            you, Buffy.

                                       BUFFY
                            Why?

                                       MERRICK
                            To bring you... your birthright.

                                       BUFFY
                            My birthright?  You mean, like a 
                            trust fund?

             Merrick looks at her.

                                       BUFFY
                                (continuing)
                            I had a trust fund my great-
                            grandfather, or maybe it was an 
                            inheritance, 'cause he's dead, and 
                            I spent it on shoes.

                                       MERRICK
                            You must come with me.  It's much 
                            too late already.  You must come 
                            with me to the graveyard.

                                       BUFFY
                            Wait a minute.  My birthright is in 
                            the graveyard?  Later not.

                                       MERRICK
                            Wait!

                                       BUFFY
                            You're one of those skanky old men 
                            that, like, attack girls and stuff.  
                            Forget you.  My, um, my boyfriend 
                            is gonna be here in about thirty 
                            seconds, and he's way testy.

                                       MERRICK
                            You don't understand.  You have 
                            been chosen.

                                       BUFFY
                            Chosen to go to the graveyard?  Why 
                            don't you just take the first runner 
                            up, okay?

                                       MERRICK
                            You must believe me.  You must come 
                            with me while there's still time.

                                       BUFFY
                            Time to do what?

                                       MERRICK
                            To stop the killing.  To stop the 
                            vampires.

                                       BUFFY
                            Let me get this straight.  You're 
                            like, this greasy bum, and I have 
                            to go to the graveyard with you 
                            'cause I'm chosen, and there's 
                            vampires.

                                       MERRICK
                            Yes.

                                       BUFFY
                            Does Elvis talk to you?  Tell you 
                            to do things?  Do you see spots?

                                       MERRICK
                            I don't have time for your prattling.  
                            I have proof.  You bear the mark.

             He steps forward and pulls the neck of Buffy's shirt aside, 
             revealing her shoulder.

                                       MERRICK
                                (continuing)
                            The mark of the Coven!  The -- 
                            where's the mark?

             There is no birthmark on her shoulder.  He looks at the other 
             one.

                                       MERRICK
                                (continuing)
                            The mark of the -- wait a minute.

             Buffy pushes his hand off her.

                                       BUFFY
                            You mean that big hairy mole?  Excuse 
                            me:  eeyuu.  I had it removed.  
                            And, like, knowing about my big old 
                            mole isn't proof of anything except 
                            that it's way past medication time.

             She starts to walk away.

                                       BUFFY
                                (continuing)
                            Just stay away from me, okay?

                                       MERRICK
                            Did you ever dream that you were 
                            someone else?

             Buffy stops.  This obviously registers with her.

                                       BUFFY
                            Everybody does.

                                       MERRICK
                            In the past.  A girl.  Maybe... A 
                            Magyar peasant.  An Indian princess.  
                            A slave.

             The last one hits the mark.

                                       BUFFY
                            I was a slave.

                                       MERRICK
                            In Virginia.

                                       BUFFY
                            I don't know.  It was...  There was 
                            a big gram or something.  And there's 
                            one, I'm like a prostitute...

                                       MERRICK
                            China.

                                       BUFFY
                            Oh, my God.  I never told anybody 
                            about this.  I remember the one 
                            about the peasant, too.  God, there's 
                            a bunch.  Is this, like channeling 
                            or something.

             Merrick rolls his eyes.

                                       BUFFY
                                (continuing)
                            I had a dream once where I was...  
                            There was like, knights in it, and 
                            I worked in this bar.  And I... was 
                            fighting.  I'm always fighting.  
                            And there's a guy...  He's not always 
                            there, but he's horrible, all white, 
                            and he's always... trying to kill 
                            me.

                                       MERRICK
                            Lothos.

             The name has an obvious effect on the girl.

                                       BUFFY
                            How do you know all this?

                                       MERRICK
                            I have to show you.

                                                                    CUT TO:

             ANGLE - THE SUN

             Thick and orange, sinking beyond the hills.

             EXT. GRAVEYARD - SUNSET

             Merrick leads Buffy, searching for a particular grave.

                                       BUFFY
                            I can't believe I'm doing this.  I 
                            can't believe I'm in a graveyard 
                            with a strange man hunting for 
                            vampires on a school night.

                                       MERRICK
                            Why didn't you ever tell anybody 
                            about your dreams?

                                       BUFFY
                            Oh, yeah, tell everyone I'm crazy.  
                            Beauty ida.

             Buffy stops, winces slightly.

                                       BUFFY
                                (continuing)
                            Ow.

                                       MERRICK
                            Cramps?

                                       BUFFY
                            None of your business.  God.

                                       MERRICK
                            This is it.

             Buffy is standing on a freshly dug grave.  The headstone reads: 
             "ROBERT BERMAN, 1972 - 1990.  GOD IS AT HIS HEELS".

                                       MERRICK
                                (continuing)
                            Robert Berman was killed three days 
                            ago.  The body was found in the 
                            bushes out by the canal.  Extensive 
                            tissue damage -- tearing -- at the 
                            neck and shoulders.  Coroner thinks 
                            it's a dog.  You sit her.

             He points out a plot of ground about eight feet from the foot 
             of the grave.  Buffy sits and leans against another stone.

             Merrick reaches into his jacket, pulls out a stake and a cross, 
             hands the cross to Buffy.

                                       BUFFY
                            Wait a minute.

                                       MERRICK
                            Just for protection.  You won't 
                            have to do anything.  I just need 
                            you to watch.

                                       BUFFY
                            All right.  What do we do now?

                                       MERRICK
                            We wait for Robert to wake up.

             Merrick goes over to the other headstone, crouches by it.

                                       BUFFY
                            Do you have any gum?

             ANGLE - SUNSET

             The last red glimmer disappears behind the hills.

                                                                    CUT TO:

             EXT. OUTSIDE THE SCHOOL - SAME TIME

             Cassandra stands waiting for Buffy.  The sun is down, darkness 
             increasing.  She looks at her watch and gives up, heads for 
             her car.  Her key in the door, she hears a RUSTLING behind 
             her.  Looks slowly around.

                                                                    CUT TO:

             EXT. GRAVEYARD - SAME TIME

             Buffy sits fidgeting.  Playing with her fingernails.  Merrick 
             stays in the position, listening.

             A low, almost inaudible MOAN come from under the ground.  Buffy 
             sits up straight, holds the cross to her.  The MOAN becomes 
             louder, almost a scream.  The SOUND is followed by the SOUND 
             of FINGERS SCRAPPING wood -- of WOOD SPLINTERING -- of digging.  
             The moaning continues, becoming eerier, somewhat more 
             articulate.

             Buffy and Merrick wait.

             ANGLE - THE GRAVE

             Finally, fingers break through the ground and hold stiff in 
             the open air.  The moan becomes a triumphant HISS.  The fingers 
             clutch at the ground.

             ROBERT BERMAN pops halfway out of his grave like a jack-in-the-
             box, his face dirty and dead-white.  He sees Buffy in front of 
             him, and he bobs toward her with a crazy grin, stretching as 
             to a mother's tit.

             Merrick drops down behind Robert and grabs him, raising the 
             stake.  Buffy watches, immobilized.

             A pair of arms shoot up from the ground right under Buffy.  
             They grab her and pull her to the ground.  Next to her face, 
             the face of another vampire, a YOUNG WOMAN, emerges grinning 
             from the crumbling earth.

             Buffy screams lustily, and struggles to break free.

             Merrick is momentarily distracted by this, and Robert throws 
             him off, and pulls himself out of the grave.  Merrick falls to 
             the ground, and his stake goes flying.

             Buffy pulls herself out of the girl's grasp, starts running 
             away, but the girl grabs her.  Buffy remembers the cross in 
             her hand, spins and holds it to the vampire's forehead.  It 
             burns and the lady lets go, screaming and falling to the ground.

                                       BUFFY
                            'Bye now.

             Buffy runs.

             ANGLE - MERRICK AND ROBERT

             They are struggling, several feet away.  Robert grabs Merrick 
             by the shoulders and picks him up, preparing to bite him.  A 
             stake suddenly pops out of his chest, planted in his back by 
             Buffy.  He falls and dies.

                                       MERRICK
                            Where's the other one?

                                       BUFFY
                            She --

             It leaps at her, screaming.  She throws it off, as Merrick 
             produces another stake and throws it to her.  Buffy sticks it 
             in the vampire's heart.  She dies, screaming, her face still 
             smoking, blood spurting onto Buffy.

             Buffy looks at herself.  At the blood.

                                                                    CUT TO:

             EXT. FRONT OF BUFFY'S HOUSE - NIGHT

             Merrick walks Buffy to the door.  She is silent, slow.

                                       MERRICK
                            Go to school tomorrow.  Try to act 
                            normal.  Don't let anyone know what's 
                            happening.  This is important.  
                            When the vampires find out who you 
                            are... you won't be hunting them 
                            anymore.

                                       BUFFY
                            All right.

             He hands her a piece of paper.

                                       MERRICK
                            Meet me at this address after school.

                                       BUFFY
                            I have cheerleading squad.

                                       MERRICK
                            Skip it.

             Buffy nods.  Merrick starts back down the path.

                                       BUFFY
                            Merrick.

             Merrick stops.

                                       BUFFY
                                (continuing)
                            They can't come in, right?  Unless 
                            you invite them.  Is that true?

                                       MERRICK
                            It's true.

             Merrick moves on.  Buffy goes inside.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - FOYER - SAME TIME

             Buffy shuts the door, turns to go up to her room.  She is 
             startled by someone standing in her path.  She almost screams.

             It's her mother.  She stands, arm akimbo, looking very 
             confrontational.  Buffy looks a sight, and stands uncomfortably 
             in front of her mother for a moment.

                                       BUFFY'S MOM
                            Do you know what time it is?

                                       BUFFY
                            Uum... around ten?

             Mom taps her watch, annoyed.

                                       BUFFY'S MOM
                            I knew this thing was slow.

             She crosses out of the room.

                                       BUFFY'S MOM
                                (continuing)
                            You pay a fortune for something...
                                (calls out)
                            Honey, come on, we're gonna be late.

             Her mother gone, Buffy lets out a small sigh -- of relief or 
             frustration, it is not clear.  She heads upstairs.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - BATHROOM - NIGHT

             Buffy stands at the sink, washing her shirt.  She tries to get 
             the blood off with fierce intensity.  She is near tears.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - BEDROOM - NIGHT

             She sits in the middle of the bed in her pajamas, the blankets 
             pooled around her.  She cannot sleep.  Finally, she lies back 
             on the pillow.

             Lothos is beside her.

                                                                    CUT TO:

             INT. SCHOOL HALL - DAY

             Buffy walks through the hall slowly, obviously the worse for 
             last night's wear.  Gary Murray comes up next to her, looking 
             at his watch pointedly:  she's late for class.  He moves on.  
             Jeffrey, going the other way, stops next to her.

                                       JEFFREY
                            Hey, baby, how ya doing?  You look 
                            beat.

                                       BUFFY
                            I do?  I guess I do.

                                       JEFFREY
                            Where were you last night?  I called 
                            your house like four times.

                                       BUFFY
                            I went to sleep.  I think I have 
                            the flu or something.

             Jeffrey backs away from her.

                                       JEFFREY
                            I can't get sick.  You know -- 
                            training and all.  I'm gonna be 
                            late.

                                       BUFFY
                            'Bye.

             Jeffrey moves off to class.  Buffy walks on a bit.  She bumps 
             into Nicole.

                                       NICOLE
                            Hey, Buffers.  You look thrashed.

                                       BUFFY
                            Thanks.

                                       NICOLE
                            You and Cassandra get anything done 
                            last night?

             Buffy looks confused for a moment, then remembers.

                                       BUFFY
                            Oh.  No.  She never showed.

                                                                    CUT TO:

             INT. LOTHOS' CAVE - CLOSEUP OF CASSANDRA'S FACE

             She is waking up, obviously from being knocked out.  She blinks 
             stupidly, looks around.  She is lying by a pool of what looks 
             to be dark water in a large cave.  Torches burn around her.

             She tries to get up and finds it difficult.  She pulls herself 
             up to the side of the pool and splashes water on her face.

             It's blood.

             She starts, staring with growing horror at her hands.  She 
             does not even see the figure rise from the pool at first.

             It's Lothos.  He wears no shirt, only white trousers and boots, 
             the style maybe Nineteenth Century.  No blood seems to touch 
             him as he rises.  He looks at Cassandra with an almost sleepy 
             lust.

                                       LOTHOS
                            I find it restorative, sleeping in 
                            the life-blood of so many.  To feel 
                            their souls coursing about me.

                                       CASSANDRA
                            What's happening?  What do you want?

                                       LOTHOS
                                (smiling)
                            So very much.

                                       CASSANDRA
                            My parents have money...

                                       LOTHOS
                            Yes, I'm sure they do.  This place 
                            is everything you said it was, 
                            Amilyn.

             Cassandra turns.  Amilyn stands behind her, grinning.  He 
             hisses, bares his fangs at Cassandra.

                                       CASSANDRA
                            What... are you?

                                       LOTHOS
                            Are we so strange?  So alien to 
                            you?  I've seen this culture, the 
                            wealth, the greed, the waste... 
                            it's truly heartwarming.  The perfect 
                            place to spread my empire.  Honestly, 
                            Eastern Europe was so dead, the 
                            Communists just drained the blood 
                            out of the place.  It's livened up 
                            a bit in the past few years, but 
                            it's nothing compared to this.... 
                            this Mecca of consumption.  The 
                            city of Angels.

             He steps right up to her.

                                       LOTHOS
                                (continuing)
                            What are we?  We are man, perfected.  
                            We exist to consume.

             On the world "to consume" we see Amilyn mouthing the words 
             with Lothos, his eyes to the ceiling.  He's heard this a hundred 
             times.

                                       AMILYN
                            So?  Do we change this one, or do 
                            we just drain her?

             Cassandra pulls her gold card out of her wallet.

                                       CASSANDRA
                            Here, look.  My gold card.  It's 
                            your.  I'll never report it.

             Amilyn snatches it from her, looks it over.

                                       LOTHOS
                            She has a certain quality, this 
                            one...

             Amilyn bites the card.

                                       AMILYN
                            I don't think this is gold.

                                       LOTHOS
                            Not as single-minded as the others, 
                            not as sybaritic.  Almost thoughtful.  
                            She's useless.

                                       CASSANDRA
                            No, wait.  I can be dumb.  Really.  
                            Or mean, or whatever.  I can learn.  
                            I'm useful.

                                       LOTHOS
                            Really?

                                       CASSANDRA
                            Swear to God.

             He rips out her throat, tearing at it with his teeth as blood 
             gushes around their faces and she wriggle, twists, dies.  He 
             hurls her into the door and wipes blood from his mouth.

                                       LOTHOS
                            I wish you wouldn't mention him...

             Slowly Cassandra slides down the wall, her eyes glazing over.  
             As she descends we see, stenciled on the wall, "Hemery High 
             School.  Maintenance Only."

                                                                    CUT TO:

             INT. WAREHOUSE - AFTERNOON

             Grey, dusty and long since abandoned.  Sunlight pours in through 
             the large windows, practically caked with dust.  Old crates 
             are stacked here and there, bits of manikins leaning on one or 
             two.  Merrick sits on a crate, reading the newspaper.

             Buffy enters hesitantly, puts down her bookbag next to a pile 
             of Merrick's stuff, including a rolled-up sleeping bag.  This 
             is definitely not her turf.  She runs her finger along a crate, 
             picks up a world of dust.  She holds up her finger at Merrick.

                                       BUFFY
                            Fire the help.  No kidding.

             Merrick looks up at her.

                                       MERRICK
                            It's not pretty, but it does suit 
                            our purposes.

                                       BUFFY
                            Our purposes.

             She repeats it not with attitude, but a dull wonder at her 
             connection with this strange man.  She crosses to him.

                                       BUFFY
                                (continuing)
                            What, um...  What do we do?

                                       MERRICK
                            There's a great deal I have to show 
                            you, I'm not even sure where to 
                            start  There's so little time.

                                       BUFFY
                            Why do you keep saying that?

                                       MERRICK
                            Do you know what a Vampire-King is?

                                       BUFFY
                            A Vampire-King?  You mean like 
                            Dracula?

                                       MERRICK
                            Oh, yes.  And the man from your 
                            dreams.  Lothos.

                                       BUFFY
                            Oh, him.

                                       MERRICK
                            Yes.  They travel about, usually 
                            with one or two of their followers 
                            to lay the groundwork.  The vampires 
                            find a community and they feed on 
                            it, make it their own.  You were 
                            difficult to trace, and I think the 
                            process has gone a lot further than 
                            I'd anticipated.  Usually this goads 
                            a community into some kind of 
                            paranoid frenzy.  But for some 
                            reason, nobody here seems to be 
                            paying any attention.

                                       BUFFY
                                (not paying attention)
                            What?

                                       MERRICK
                                (annoyed)
                            We'll cover it later.

                                       BUFFY
                            I still don't get how they happened 
                            to come to my town.  I mean, was I 
                            born here because... because they  
                            were coming here?  That Lothos guy, 
                            and his buddies?

                                       MERRICK
                            In a way, yes.  Your fate is 
                            inexorably connected to them.

                                       BUFFY
                            Great.  First I have a birthright, 
                            now I've got a fate.  Hey, do I 
                            have to take notes on this?

                                       MERRICK
                                (put down his paper)
                            We're going to have the work hard.  
                            You'll need some excuse for staying 
                            out.  For your parents.

             Buffy laughs.

                                       BUFFY
                            Not a pressing issue.

                                       MERRICK
                            I tell you, the best thing I can do 
                            right now is find out more about 
                            you.  What your strengths are, your 
                            likes...  Everything.  What's your 
                            best subject?

                                       BUFFY
                            Uh... gym.

                                       MERRICK
                            Yes, you used to do gymnastics.  
                            But you stopped.  Why?

                                       BUFFY
                            Well, everybody says... it's just 
                            kind of dorky.  I mean, have you 
                            ever seen a gymnast's legs?  They're 
                            like --
                                (indicating huge)
                            -- the mighty oak.  It's not a look.

                                       MERRICK
                            But you enjoyed it, yes?

                                       BUFFY
                            Well... I do cheerleading now.  
                            It's way cooler.

                                       MERRICK
                            Cheerleading.  For... sporting 
                            events, yes?

                                       BUFFY
                            Sporting events, yeah.

                                       MERRICK
                            All right.  Why don't you show me a 
                            cheer?

                                       BUFFY
                            Here?

                                       MERRICK
                            Yes, yes.  It would be interesting.  
                            A nice cheer.

                                       BUFFY
                            Okay.

             Buffy starts, a bit awkwardly, doing a cheer.

                                       BUFFY
                                (continuing)
                            Who we gonna beat?

                                       MERRICK
                                (pathetically following her 
                                motion)
                            Who we gonna beat?

                                       BUFFY
                                (stops)
                            No -- you don't have to --

                                       MERRICK
                            Oh.  I thought... you lead me --

                                       BUFFY
                            No.  You don't do anything.  I do 
                            it.

                                       MERRICK
                            Oh.  Good.

             She starts again.

                                       BUFFY
                            Who we gonna beat? 
                            Who do we defeat? 
                            Who will we be pulverizing 
                            Into cream of wheat?

             Gradually, Buffy gets more into the cheer.  The steps become 
             more complicated as she repeats the verse.

             CLOSEUP - MERRICK'S HAND

             We see a knife slip out of Merrick's sleeve.  He palms it, 
             hands behind his back.

             In the middle of her routine, he hurls it at her.  She catches 
             it, reflexively, inches from her face.  Stops dead.  Then bursts 
             into tears.  Merrick is thrown off by this reaction.

                                       BUFFY
                            Oh, what the hell is wrong with 
                            you?  You threw a knife at my head!

                                       MERRICK
                            I had to test you.

                                       BUFFY
                            But you threw a knife at my head!

                                       MERRICK
                            And you caught it!  Only the chosen 
                            one could have done that.

                                       BUFFY
                            I don't want to be the chosen one, 
                            okay?  I don't want to spend the 
                            rest of my life chasing after 
                            vampires!  I just want to graduate 
                            from high school, go to Europe, 
                            marry Charlie Sheen and die.  It 
                            may not sound too exciting to a 
                            sconehead like you, but I think 
                            it's swell.  And then you come 
                            along...  and... and then I'm a 
                            member of the hairy mole club, so 
                            you throw things at me!

             She is coming at him now.  He begins to back up.

                                       MERRICK
                            It was necessary.

                                       BUFFY
                                (realizing)
                            Last night.  You knew I was sitting 
                            on a fresh grave, didn't you?

                                       MERRICK
                            I don't think you understand the 
                            full implications of --

             Buffy punches him in the face.  He goes flying a good ways, 
             lands on his back.  His nose bleed merrily.  Buffy stops.

                                       BUFFY
                            Oh.  Sorry.

                                       MERRICK
                                (getting up)
                            Don't you see what's happening?  
                            You're changing.  You've got powers 
                            you've only just begun to tap.  
                            Physical, mental prowess you've 
                            never dreamed of.
                                (pulling a handkerchief out 
                                of his pocket)
                            God, this hurts.  I've administered 
                            a few shocks to your system to start 
                            the adrenaline working.  I'm sorry 
                            I have to take so many shortcuts in 
                            the training process.

                                       BUFFY
                            Put your head back.

                                       MERRICK
                            Two days ago, would you have even 
                            hit me?  Let alone so powerfully?

                                       BUFFY
                            No... I guess I would have gotten 
                            Jeffrey to hit you.

                                       MERRICK
                            Exactly.  You're changing.  You're 
                            becoming something extraordinarily 
                            powerful.

             Buffy looks at the knife in her hand.  The MUSIC COMES UP and 
             we...

                                                                    CUT TO:

             A SERIES OF IMAGES AND INTERCUT SCENES

             Buffy's period of training.  Over the difficult course of it, 
             she is obviously becoming more self-possessed, more at ease.  
             Her style of dress loosens a bit:  a little punkier.  Stops 
             dying her hair blonde and her roots start showing.  Accumulates 
             a few more holes in her ears.

             EXT. THE WAREHOUSE - NIGHT

             Buffy doing a series of gymnastic flips, swinging on vines, 
             etc.

                                                                    CUT TO:

             EXT. SCHOOL - DAY

             Buffy arriving late for class.

                                                                    CUT TO:

             INT. BRENTANO'S - DAY

             Buffy charging some books: Lawson's Treatis on Demonology, 
             Psychological Interpretations of Vampirism, The Book of the 
             Dead, and The Complete Garlic Cookbook.

                                                                    CUT TO:

             INT. WAREHOUSE - NIGHT

             Merrick sits on a crate, reading the obituaries and circling 
             certain entries.

             Buffy stands on her head, sweating with concentration.  The 
             CAMERA TILTS up to reveal her feet.  Between the toes of one 
             is a nail brush, with which she is very carefully painting her 
             toenails.

                                                                    CUT TO:

             INT. MELROSE CLOTHING STORE ("ROCK STAR") - NIGHT

             Amilyn and a few of the old-world vampires are on a spree, 
             trying on various leather jackets.  As they cavort, the CAMERA 
             TRACKS behind the counter, where we find the clerk, bloody and 
             dead, slumped on the floor.

                                                                    CUT TO:

             EXT. SCHOOL - DAY

             Buffy kissing Jeffrey goodbye after school.  A long, lingering 
             kiss, during which she pulls away, anxious to get going.  She 
             starts off, comes back and plants a big ol' on his lips one 
             last time before splitting.

                                                                    CUT TO:

             EXT. MINIATURE GOLF COURSE - AFTERNOON

             Merrick and Buffy are playing.  Merrick tees off, shoots 
             horribly.

                                       BUFFY
                                (as announcer)
                            Ooh, another embarrassment for the 
                            teabag, while the chosen one is 
                            still well under par.

                                       MERRICK
                            Your turn.

             Buffy positions herself.

                                       BUFFY
                            What about bats?  Do they turn into 
                            bats?

                                       MERRICK
                            No.  No bats, no flying.  They... 
                            float, occasionally.  Not really 
                            flying.

                                       BUFFY
                            Toasty.  Were there ever any, like, 
                            famous vampires?

                                       MERRICK
                            Oh, several.  Lucretia Borgia, Joseph 
                            Mengele, Franklin Pangborn... are 
                            any of those names familiar?

                                       BUFFY
                            If I say 'no' does that make me a 
                            bad person?

                                       MERRICK
                            Good Lord.  What do you study in 
                            history?

                                       BUFFY
                            My nails.

             She gives a little 'isn't that funny' kind of laugh.  He doesn't 
             respond.

                                       MERRICK
                            All right.  You've heard of the 
                            emperor Caligula, perhaps?  Or Jack 
                            the Ripper?

                                       BUFFY
                            They were vampires?

                                       MERRICK
                            Same one.

                                       BUFFY
                            Oh.

             She considers this a moment.  Tees off:  another hole in one.

                                                                    CUT TO:

             EXT. WAREHOUSE  (LATER)

             Buffy and Merrick sparring, working their way in between the 
             "trees."  She is his superior in speed and strength, but he 
             easily trips her up.  She glares at him from the ground.

                                                                    CUT TO:

             INT. SCHOOL - DAY

             Buffy late again.  Gary Murray watches her from the hall, 
             shaking his head.

                                                                    CUT TO:

             EXT. ROADSIDE - EVENING

             Two college-age guys stand hitchhiking.  A red convertible 
             pulls up, with a beautiful blonde behind the wheel.  The guys 
             look at each other -- all right!  They can't see her teeth, or 
             the look in her eye.

                                                                    CUT TO:

             INT. CHURCH - AFTERNOON

             Buffy walks in, looks around.  She approaches a PRIEST.

                                       BUFFY
                            Excuse me...

                                       PRIEST
                            Yes, my child?  Is something 
                            troubling you?

                                       BUFFY
                            Well, sort of.

                                       PRIEST
                            Well, maybe I can help.

                                       BUFFY
                            Yeah.  Um... Could you bless these?

             She holds up a six-pack of Perrier.

                                                                    CUT TO:

             INT. LOTHOS' CAVE - NIGHT

             We see the entire cave, the still pool of blood, the torches 
             lit.  At the far end sits Lothos.  In his arms is the body of 
             a dead girl.  Blood stains her neck and yet the image is poetic, 
             reminiscent of Michelangelo's "Pieta".  They are both perfectly 
             still, her draped across his lap, he with his eyes far far 
             away.  The silence holds.

             Lothos belches massively.

                                                                    CUT TO:

             INT. WAREHOUSE - NIGHT

             Merrick is lecturing Buffy.  Buffy is sitting, doodling in an 
             open notebook, "uh-huh"ing and obviously not paying attention.

                                       MERRICK
                            ... Lothos was probably born in the 
                            eleventh or twelfth century; he's 
                            been difficult to trace.  His power 
                            has increased with age.  It will be 
                            a long while before you are ready 
                            to face him.  We'll be lucky if we 
                            can get him to leave the area, to 
                            lie low for awhile.  That will 
                            scatter the rest of them.  Lothos 
                            is...

             He looks at Buffy, who is staring down at her notebook.

                                       MERRICK
                                (continuing)
                            ... is extremely powerful, but he 
                            is still a vampire, and vulnerable 
                            to the same...

             He looks at her.  Is she listening?

                                       MERRICK
                                (continuing)
                            Daylight is still his enemy.  The 
                            stake can still find his heart.

             Is she?

                                       MERRICK
                                (continuing)
                            I have huge antlers growing out of 
                            my buttocks.

             Nope.  No reaction, just another "Uh-huh."

             ANGLE - BUFFY'S NOTEBOOK

             Merrick slams a stake right through the middle of it.  Buffy 
             screams, jumps back a good two feet and lands on her butt.

                                       BUFFY
                                (angry)
                            What!?!

                                       MERRICK
                            Try to pay attention.

                                                                    CUT TO:

             INT. WAREHOUSE - LATE LATE NIGHT

             Merrick talking.  Buffy drinking coffee, trying hard to stay 
             awake.  Listening.

                                                                    CUT TO:

             INT. SCHOOL - DAY

             Buffy in class, taking a test.  Nicole leaning over, trying to 
             cheat off her when she falls forward onto the desk, asleep.

                                                                    CUT TO:

             INT. SCHOOL HALL - DAY

             Buffy being ushered into Gary Murray's office.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - DAY

             Buffy sits in his chair.  Gary moves about his desk, sitting 
             behind it, leaning on it, talking to her.  A FLY BUZZES 
             annoyingly about his head.

                                       GARY MURRAY
                            Well, I think we can safely say 
                            that something's going on with you, 
                            Buffy.  Now, there's nothing to be 
                            nervous about; you're not in any 
                            trouble.  I just hoped maybe we 
                            could talk.  Don't think of me as 
                            Gary Murray, administrator.  Think 
                            of me as Gary Murray, party guy!  
                            Happening dude who can talk to the 
                            young.  Me and you.  It's open... 
                            Tell me.  It's drugs, isn't it?

                                                                    CUT TO:

             EXT. FOREST - AFTERNOON

             Buffy stands under a tree, blindfolded.  Merrick stands a ways 
             apart, watching.  Buffy stands very still, neck craned, waiting.

             Silently, a leaf falls.  It wafts gently down.  Buffy hurls a 
             knife at it with easy precision.

             ANGLE - ANOTHER TREE

             The knife stick deep into the trunk, the leaf perfectly pinned.

             Merrick looks at it.  Buffy smiles, knowing she has hit the 
             target.  Blindfold still on, she turns toward Merrick and walks 
             into a branch, falls heavily backwards.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - DAY

             The same session, continuing.  Buffy still sits, expressionless, 
             in the chair.  The FLY still BUZZES.

                                       GARY MURRAY
                            Hey, there's nothing to be afraid 
                            of!  I know where you're coming 
                            from.  Believe me.  I'll tell you 
                            the truth.  I've had my drug 
                            experiences, too.  I did a lot -- I 
                            did some acid in the Sixties.  Well, 
                            the late Seventies, actually.  It 
                            was at a Doobie Brother's concert.

                                                                    CUT TO:

             INT. THE MALL - DAY

             Buffy at the mall with Kimberly, Nicole and Jennifer.  For the 
             first time, we really see how she stands out against her 
             friends.  She is wearing much more functional, cool garb, and 
             less makeup, while they still sport the same dainty shit from 
             the beginning.

             They stop to look at some dresses.  Something in the next store 
             catches Buffy's eye; she wanders off.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - SAME TIME

             Gary Murray is crouching on his desk.  Buffy still sits.  The 
             FLY still BUZZES.

             As Gary talks, Buffy picks up a push pin from the table beside 
             her, holds it.

                                       GARY MURRAY
                            ... and I could see the music flowing 
                            into me, it was bright red and 
                            electric, and I felt like a big 
                            toaster, and I thought, maybe I am 
                            a toaster, we're all molecules, and 
                            my friend Melissa, her head looked 
                            like a big party balloon, and that 
                            scared me, I started to freak out...

             Buffy surreptitiously puts the push pin in her mouth.

                                                                    CUT TO:

             INT. THE MALL - DAY

             The other girls are moving on from the dress shop, notice Buffy 
             is not with them.  They spot her in the next shop, urge her to 
             come on.  Buffy puts back the chain saw she was looking at, 
             follows them.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - DAY

             Buffy hasn't moved, or opened her mouth.  The FLY BUZZES on.  
             Gary Murray now sits behind his desk.

                                       GARY MURRAY
                            I guess you're surprised.  Well, 
                            you know, there's more to most people 
                            than meets the eye.  Everybody's 
                            got a secret.  I just want you to 
                            know that you can always share your 
                            secrets with me.  What you say in 
                            this office, it will stay in this 
                            office.  I'm your pal.

             Buffy smiles at Gary.  As he looks away for a second, Buffy 
             spits out the push pin.  The BUZZING STOPS.

                                                                    CUT TO:

             INT. WAREHOUSE - NIGHT

             Buffy sparring with Merrick again.  She holds a stake.  This 
             time she ends up pinning him, the stake at his solar plexus.

             He moves the point to where his heart would be.

                                                                    CUT TO:

             INT. PIKE'S BEDROOM - NIGHT

             The room is a shambles.  Outside the first floor window, it is 
             dark night.  "Help Yourself" by the Posies blasts from Pike's 
             STEREO.  Pike lies on his bed.

             Through the window we see Benny approach, slowly fading up to 
             the pane.  He's floating, really.  (He's a vampire.)  He scrapes 
             his fingers on the glass.

                                       BENNY
                            Pike...

             Pike sits up, turns down the music.  He goes to the window, 
             begins to try to open it.  It's stuck.

                                       PIKE
                            Benny, man, where you been?  You 
                            bailed on me, I passed out, man, I 
                            almost did a Jimi Hendrix!

                                       BENNY
                            Let me in.

                                       PIKE
                            Hey, I'm trying, but this window is 
                            burnt --

             Pike gets a good look at Benny for the first time.

                                       BENNY
                            Invite me in, Pike.

                                       PIKE
                            Wait a minute.  What's wrong with 
                            you, man?

                                       BENNY
                            I'm fine.

                                       PIKE
                            You look like shit, Benny.

             Benny grins, presses his slimy forehead against the glass.

                                       BENNY
                            I... feel.... pretty.

                                       PIKE
                            No offense, man, but I think you're 
                            on something nasty.  Why don't you 
                            just go and cool out and I'll see 
                            you in the morning or something.

                                       BENNY
                            The sun!  It burns!  It burns!

             He laughs at his impression, brown spittle caking the window.

                                       BENNY
                                (continuing)
                            Let me in, Pike!  I'm hungry!

                                       PIKE
                            Get away from here.

                                       BENNY
                            I'm hungry.

                                       PIKE
                            I mean it.

             Benny smiles, moves suddenly out of sight.  Pike looks at the 
             window for a second, then bolts out of his room.  He runs to 
             the front door, frantically hooks the chain.  Benny appears at 
             the door's little window, banging and scraping the glass.

                                       BENNY
                            I'm hungry!  I'm hungry!  I'm hungry!

             Pike backs away.

                                                                    CUT TO:

             EXT. DESERTED STREET - NIGHT

             Buffy walks slowly down the street, trying to appear nonchalant, 
             but looking about her a lot.

                                       BUFFY
                            Sure is cold.  What a dark night.  
                            Nice night for a walk.

             She whistles some, keeps walking.

                                       BUFFY
                                (continuing)
                            'Feelings, la la la la feelings'...  
                            Boy, I'm helpless.

             She passes an alley and there is a RUSTLING amid the garbage 
             cans.  She moves slowly down the alley toward the noise.  She 
             is about halfway down when a rat scurries out from the cans 
             and down a drain.

                                       BUFFY
                                (continuing)
                            Yeucch.

             Behind her, another SOUND.  She turns slowly.  At the entrance 
             to the alley stands a vampire.  They stare at each other, some 
             thirty feet away.

                                       BUFFY
                                (continuing)
                            Hello...

             She moves back a step.  The vampire takes a step.

                                       BUFFY
                                (continuing)
                            What do you want?

             It floats rapidly at her, hissing.  Buffy looks about her 
             frantically, trapped.  It hits her at top speed and she 
             instantly rolls onto her back, flipping it and hurling it 
             against the wall at the end of the alley.  As it hits, Buffy, 
             still rolling, produces a stake from her jacket and throws it 
             directly at its heart.  The stake punctures the startled 
             creature's chest.  Before he can so much as grab it, Buffy 
             throws a roundhouse kick, driving the stake all the way home 
             with her foot.  The vampire screams, sinks to the ground.

             Buffy turns, triumphant.

                                       BUFFY
                                (continuing)
                            Toaster-caked him!

             CLOSEUP - A STOPWATCH

             A hand stops it.  It is Merrick, who steps into the alley and 
             stares at Buffy.

                                                                    CUT TO:

             EXT. OUTSIDE THE WAREHOUSE - NIGHT

             The two exit Merrick's car, an old Dodge Dart.  As they talk, 
             they make their way into the warehouse.  Buffy looks out for 
             trouble while Merrick unlocks the door.  This is obviously 
             their routine.

                                       MERRICK
                            He was slow.  Very simple.  They 
                            won't all be that easy.

                                       BUFFY
                            Fine.

                                       MERRICK
                            And the alley was a mistake.  Never 
                            corner yourself like that.  If they'd 
                            come at you in force you'd be dead 
                            now.  One vampire is a lot easier 
                            to kill then ten.

                                       BUFFY
                            Does the world 'Duhh' mean anything 
                            to you?

                                       MERRICK
                            You felt a little sick, didn't you?  
                            The cramps.

             They enter the warehouse.

                                                                    CUT TO:

             INT. THE WAREHOUSE - SAME TIME

             They unload their stuff as they argue.

                                       BUFFY
                            Nice conversationalist!  Yeah, I 
                            felt 'em a little, but I ain't due 
                            for two weeks since you're so excited 
                            about the subject.

                                       MERRICK
                            It's natural.  A reaction to their 
                            presence, to the... unnaturalness 
                            of it.  It's part of how you are 
                            able to track them.

                                       BUFFY
                            Oh, wonderful.  My secret weapon is -
                            PMS.  That's just great.  Thanks 
                            for telling me.

                                       MERRICK
                            You'll get used to it.  I'm more 
                            worried about your tactical mistakes.

                                       BUFFY
                            You are such a wet.

                                       MERRICK
                            A what?

                                       BUFFY
                            A wet!  Didn't I just kill that 
                            vampire?  I think I did.  I didn't 
                            see you killing any vampires.  You 
                            were too busy playing 'Beat the 
                            Clock'.

                                       MERRICK
                            Don't start with me again.

                                       BUFFY
                            Aren't I, like the chosen one?  The 
                            one and only?  The Grand High Poobah 
                            and doesn't that mean you have to 
                            be nice to me?  Like, ever?

                                       MERRICK
                            Buffy...

                                       BUFFY
                            And why are you always wearing black?  
                            It's so down.  It's totally not 
                            your color.  I don't think you have 
                            a color.

                                       MERRICK
                            What do you want?  Encouragement?
                                (in bad American accent)
                            'Gosh, Buffy, you're so special, I 
                            just want to give you a great big 
                            hug, oh I'm just having a warm 
                            fuzzy.'

                                       BUFFY
                            Oh, fuck you!

             Merrick turns on her.

                                       MERRICK
                            Do you know how many girls I've 
                            trained to be Slayers?  Five.  Five 
                            properly prepared girls, girls who 
                            faced their responsibilities, who 
                            worked hard to become women overnight -- 
                            harder than you've ever worked in 
                            your life -- and I saw them ripped 
                            apart.  Do you want to live?  Do 
                            you?

                                       BUFFY
                            I...

                                       MERRICK
                            What did you think, that being able 
                            to jump about and hit people makes 
                            you a Slayer?

             Buffy looks at him a bit.

                                       BUFFY
                            Five?

                                       MERRICK
                            Five.

                                       BUFFY
                            So, basically, I've got the life 
                            expectancy of a zit, right?

                                       MERRICK
                            Not if you're careful.

                                       BUFFY
                            How can you keep doing this?

                                       MERRICK
                            It's what I was raised to do.  There 
                            aren't many of us left, the Watchers.

                                       BUFFY
                            Watchers?

                                       MERRICK
                            There's a small village in Hampshire, 
                            near Stonehenge...
                                (sees she doesn't know it)
                            ... near a bunch of big rocks.  
                            That's where I was born.  My father 
                            taught me about the training, about 
                            finding the Slayers, reading the 
                            signs.  There's a small cluster of 
                            us, a few families, really... most 
                            of the neighboring villagers think 
                            we're just a bunch of harmless old 
                            loonies.  I thought so myself for a 
                            time, when I was younger...
                                (stops himself)
                            I'm sorry.  I'm not supposed to... 
                            I shouldn't go on like this.

                                       BUFFY
                            I wish you would.

                                       MERRICK
                            It isn't important.

                                       BUFFY
                            I'm curious, is all.

                                       MERRICK
                            Buffy, don't... don't start thinking 
                            of me as your friend.  It interferes 
                            with the work, and it...

                                       BUFFY
                            And it makes it worse when I die, 
                            right?

             Silence.

                                       BUFFY
                                (continuing)
                            Well, you know, I'm not gonna kick 
                            so easy.  I've got a few things the 
                            other girls didn't have.

                                       MERRICK
                            As for example, what?

                                       BUFFY
                            Well... there's my keen fashion 
                            sense, for one.

                                       MERRICK
                            Vampires of the world, beware.

                                       BUFFY
                                (impressed)
                            Merrick.  You made a joke.  Are you 
                            okay, I mean, do you want to lie 
                            down?  I know it hurts the first 
                            time.

             In spite of himself, Merrick smiles.

                                                                    CUT TO:

             INT. SCHOOL HALL - DAY

             Buffy, Nicole, Kimberly, and Jennifer are walking down the 
             hall.

                                       JENNIFER
                            So they found Cassandra's body out 
                            by the railway tunnels.  Nobody's 
                            saying anything, but they think she 
                            was involved in something, like, 
                            illegal or something.  Like dealing.

                                       KIMBERLY
                            Well, I hope so.

                                       JENNIFER
                            Probably was.  What do you suppose 
                            she was doing out there.

                                       BUFFY
                            Dying.

                                       JENNIFER
                            Eeyuu.

             Coming from the opposite direction are Jeffrey, Andy and some 
             of the other football players.  They're suited up and heading 
             for the gym.

                                       ANDY
                            ... And they're having some memorial 
                            service or something tomorrow.  You 
                            going?

                                       JEFFREY
                            I don't know.  Coach said I had to 
                            work on my 'ab's.'

                                       ANDY
                            Coach knows what abs are?

             They pass Buffy.  Andy stops and grabs her from behind.

                                       ANDY
                                (continuing)
                            Got to get some!

             Unthinkingly, Buffy flips Andy over and pins him against a 
             locker.

                                       ANDY
                                (continuing)
                            Whoa!  Whoa!  I'm sorry.  I'm sorry.  
                            I don't actually need any right 
                            now.

                                       JEFFREY
                                (to Buffy)
                            What's with you?

                                       BUFFY
                            Don't grab me, okay?

                                       ANDY
                            Absolutely.  I see now the error of 
                            my mistake.

                                       JEFFREY
                            Yeah, keep your mitts off my thang.  
                            I'll pop you one.
                                (to Buffy)
                            Did he scare you?

             Jeffrey puts his arm around Buffy but she shakes it off.

                                       BUFFY
                            I can take care of myself, Jeffrey.

                                       JEFFREY
                            So I noticed.

             Buffy goes off by herself.  Jeffrey watches her.

                                       JEFFREY
                                (continuing)
                            Nice to feel needed.

                                       ANDY
                            Let's move out!

                                       JEFFREY
                                (rallying)
                            Yes!

             The lads move off.  We see Nicole, Kimberly and Jennifer, who 
             have been watching the whole exchange.  Nicole and Kimberly 
             are obviously disdainful of Buffy's behavior.  Jennifer is 
             feeling sorry for Jeffrey.  Boy does she want him.

                                                                    CUT TO:

             INT. CLOTHING STORE - DAY

             A mod, brightly lit store.  A little hipper than your usual 
             mall fare, but not Melrose either.  Bright colors reign.  Buffy 
             is standing by a dressing stall, inspecting her fingernails, 
             talking to Merrick as he changes inside.

                                       BUFFY
                            I mean, most of the time Jeffrey's 
                            really sweet, but sometimes he gets 
                            kind of... 'Me-Tarzan'ish, you know 
                            what I mean?  Lately it bugs me, I 
                            guess.
                                (no response)
                            Merrick?  Are you still breathing?

                                       MERRICK (O.S.)
                                (from inside)
                            I can't work this.

                                       BUFFY
                            We call them zippers.  They're not 
                            supposed to be a challenge.

                                       MERRICK
                            But it's in the back.  Why are we 
                            wasting time with this, anyway?

                                       BUFFY
                            Because you clash, Merrick.  You 
                            clash with everything.  I mean you 
                            might as well go around with a sign, 
                            'Slayers trained her.'  Honestly, 
                            you look like something out of... 
                            Pasadena.

                                       MERRICK
                            My clothes have always been perfectly 
                            serviceable.

                                       BUFFY
                            Well, you're on my turf now.  You're 
                            just gonna have to trust me.

             Merrick comes out of the booth.  He wears multi-colored 
             parachute pants and an equally loud T-shirt.  Buffy looks at 
             him -- he looks at himself.

                                       MERRICK
                            I want to die.

                                       BUFFY
                                (doesn't like it either)
                            Okay.  The important thing is not 
                            to panic.

                                                                    CUT TO:

             EXT. ZEPH'S AUTO REPAIR - LATE AFTERNOON

             Pike is hurriedly working on a part in the hood of his beat-up 
             Dodge, which is filled with all his belongings.  ZEPH stands 
             watching him.  Zeph is about forty-five, greasy, good-natured.  
             Pike works for him.

                                       PIKE
                            You said you'd have the part by 
                            two!  Christ, it's almost dark.

             Pike finishes, slams the hood.  He picks up a battered guitar 
             case and stuffs it into the car, shuts the door.

                                       ZEPH
                            What nasty bug crawled up your bungus 
                            and where the hell are you going?

                                       PIKE
                            I'm leaving, man.  I'm bailing town.  
                            This place has gotten way too hairy.

                                       ZEPH
                            Where am I gonna find another 
                            mechanic stupid enough to work for 
                            my money?

                                       PIKE
                            Hey, have you seen Benny lately?

                                       ZEPH
                            No...  You want me to give him a 
                            message?

                                       PIKE
                            You should think about leaving, 
                            too, man.  Sell this place...  
                            Something's going on here.  I don't 
                            know.  Something real weird.

             Pike gets in the car.  It sputter, starts.

                                       ZEPH
                            Ah, you'll be coming back.

                                       PIKE
                            I don't think so.

                                       ZEPH
                            All right.  Take care of yourself.

                                       PIKE
                            I am.

                                       ZEPH
                            Hey.  What should I do if I see 
                            Benny?

                                       PIKE
                            Run.

             Pike peels out.  Zeph watches him go.

                                       ZEPH
                            That's my guitar...

             ANGLE - THE SUN

             burning down.

                                                                    CUT TO:

             INT. PIKE'S CAR - NIGHT

             On the edge of town.  The car has stalled at an intersection.  
             Pike is hunched over the wheel, his head down as he listens to 
             the rasping ENGINE.

                                       PIKE
                            Come on, come on.  Don't leave me, 
                            baby.  Come on, breathe.

             Amilyn appears in the street in front of the car.  Pike finally 
             hears the SCRAPING OF HIS FEET as he approaches the car.  Pike 
             straightens up slowly, and as the rear view mirror comes INTO 
             THE FRAME, we see there are two more behind him.  They are 
             both high-school age, fresh like Bessel and Benny.  They all 
             approach, slowly.

             Pike waits for a second, his hand on the key.

                                       PIKE
                                (continuing)
                            This is for the money, baby.  Make 
                            me proud.

             He turns the key again and the car ROARS to life.  The 
             headlights trap the hungry scowl of the vampires as Pike pops 
             the car in reverse, smashing into the back two vampires.  They 
             both go flying, hurt but not killed.

             ANGLE - INSIDE THE CAR

             Pike races at Amilyn, but he leaps up as Pike reaches him, and 
             Pike hears a THUD as Amilyn lands on the roof of his car.  
             Pike continues to bullet down the street as a hand suddenly 
             punches through the roof, grabbing at him.  He fights off the 
             hand and tries to control the speeding car.

             It can't be done:  he goes off the road and into a park.  The 
             car careens along.

             ANGLE - ON TOP OF THE CAR

             Amilyn ride it, laughing.

             ANGLE - INSIDE THE CAR

             Pike spots a tree with a low branch and heads for it.  Still 
             fighting, he aims at the branch.  It gets closer.

             ANGLE - ON TOP OF THE CAR

             Amilyn looks up.

             ANGLE - INSIDE THE CAR

             They pass under the branch and we hear a TEARING THUD.  The 
             arm stiffens and falls into Pike's lap.

             The car hits another tree dead on.  Pike slams into the steering 
             wheel.  The guitar case flies right through the windshield and 
             lands on the grass.

             Pike pulls himself slowly from the car.  He is bleeding, but 
             not badly.  Just shaken.  He hears a low, seething WAIL from a 
             few yards back and turns around.  Amilyn is getting shakily to 
             his feet.

                                       PIKE
                            Oh, give me a break.

             Amilyn hisses at him, then turns and races away, snarling, 
             clutching what's left of his arm.

             One of the other vampires nears him.  Pike tries to run and 
             his knees buckle.  He lands on them right next to the guitar 
             case.  As the vampire nears, he pulls the guitar out of the 
             case and swings it, hitting the vampire in the head.  He hits 
             him again.  The vampire bats away the guitar and grabs Pike.  
             Brings his face to Pike's as Pike squirms.

             A blasting kick in the head from Buffy.  The vampire is flung 
             to one side, falls.  He starts up at Buffy and she nails him 
             with a stake.  Pike stares at her.  She pulls a walkie-talkie 
             from her pocket.

                                       BUFFY
                                (into walkie-talkie)
                            I'm on the east side, near the 
                            playground...  all right.

             She puts the walkie-talkie back.

                                       BUFFY
                                (continuing)
                            Hi.

                                       PIKE
                            Hi there.

                                       BUFFY
                            Is that your car?

                                       PIKE
                            It was.  I think it's pretty much 
                            ready for the --

             The last vampire hits Pike from behind.  Without missing a 
             beat, Buffy picks up the guitar and snaps the neck off.  She 
             and the vampire meet in the middle -- the creature barely moves 
             before she buries the guitar neck in its chest.  It falls.

             Merrick runs up.  He is wearing black jeans and a windbreaker.  
             He is more modern than he was before, but subtly.  He sees the 
             decaying bodies, one with a guitar sticking out of its chest.

                                       MERRICK
                            Interesting.

                                       BUFFY
                            I kind of had to improvise.
                                (to Pike)
                            Sorry about your guitar.

                                       PIKE
                            That's okay.  Umm, listen, I'm 
                            not.... I have to fall down now.

             Pike's eyes glaze over slightly as he collapses into Buffy's 
             arms.

                                                                    CUT TO:

             INT. BOILER ROOM - CLOSEUP ON AMILYN - NIGHT

             Thrashing about the room in hysterics, screaming and snarling, 
             banging his one fist on the boiler tank.  It booms hollowly.  
             Lothos grabs him, throws him up against the wall.

                                       LOTHOS
                            What's wrong with you!?!

                                       AMILYN
                            My arm!  He took my fucking arm!

                                       LOTHOS
                            Shut up!  You let him have it!

             Lothos lets Amilyn go.  Amilyn still fumes, quietly.

                                       LOTHOS
                                (continuing)
                            You reckless imbecile.  This place 
                            is ours for the taking and you let 
                            yourself... twelve hundred years 
                            old and you act like a child.

                                       AMILYN
                            I had him in my grasp.

                                       LOTHOS
                            Cheer up.  You may still.

             Only Lothos smiles at the joke.  Amilyn raises his stump, looks 
             at it.  The tattered end of his jacket covers the grossness of 
             it, but it still isn't good.

                                       AMILYN
                                (forlornly)
                            I look horrible.

                                       LOTHOS
                            The other two -- the new ones.  
                            Where are they?

                                       AMILYN
                            I don't know.  But the boy, he 
                            couldn't kill them.

                                       LOTHOS
                                (thoughtfully)
                            No... Not a boy...
                                (gathers himself)
                            Find out if they're dead.  And do 
                            something about that arm.  Honestly, 
                            I don't know how you made it through 
                            the Crusades.

             He turns toward his chamber.

                                       LOTHOS
                                (continuing)
                            Let me know about our little 
                            recruits.  I'll be in my chamber...

             On his way through the door he passes a box on an oil drum.  
             He plucks a large kitten out of it.

                                       LOTHOS
                                (continuing)
                            ... having a snack.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - NIGHT

             Buffy and Pike walk in, Pike still a bit unsteady on his feet.

                                       BUFFY
                            How are you doing?

                                       PIKE
                            Oh, I'm good.  I'm good.  Kind of 
                            miss my knees, though.

                                       BUFFY
                            You want some water or something?

                                       PIKE
                            Water.  Okay.

             They move into the kitchen.

                                       PIKE
                                (continuing)
                            Do you do this kind of thing a lot?  
                            I mean, is this like a hobby?

                                       BUFFY
                            Not exactly.

                                       PIKE
                            They were vampires, weren't they?

                                       BUFFY
                            Yeah.

                                       PIKE
                            God!  Unbelievable.  Vampires.

             Buffy hands Pike the water and they move back into the living 
             room.  Pike curls up in an armchair by the window.  Buffy begins 
             stripping off her bloody clothes, leaving on a tank-top and 
             jeans.

                                       BUFFY
                            You had a car full of stuff.  Were 
                            you leaving?

                                       PIKE
                            Yeah, I was bailing.  I have a 
                            friend, and he's really... well, 
                            he's really vampire, I guess.  Bad 
                            scene.

                                       BUFFY
                            Well, stay here tonight.

                                       PIKE
                            Thanks.  Tomorrow morning, I'm on a 
                            bus.  I'm gone.

                                       BUFFY
                            Where are you gonna go?

                                       PIKE
                            Well, I've always wanted to see 
                            Oxnard.

             As Buffy strips down to her tank top, she notices a gash on 
             her arm.  It's not bleeding much any more, but it's fairly 
             impressive.  Pike jumps up to help as she pats it down with 
             her shirt.

                                       PIKE
                                (continuing)
                            Hey, jeez are you okay?  You need a 
                            hand?

                                       BUFFY
                            It's nothing.  It doesn't hurt.

             Pike looks at her a moment as she wraps her shirt around it.

                                       PIKE
                                (almost awed)
                            Who are you?

             Buffy doesn't look up.  The questions seems to upset her a 
             great deal.  She even fights back tears.

                                       PIKE
                                (continuing)
                            I'm sorry, I just mean... well you 
                            seemed like such a flake.  But, in 
                            a good way!  I can just keep talking 
                            till you strike me dead, or...

             Buffy smiles at this, though still upset.  She sits down.

                                       BUFFY
                            Things are kind of confusing.

                                       PIKE
                            I'll back that up.

                                       BUFFY
                            Three weeks ago all I thought about 
                            was... well, I didn't actually think 
                            about anything.  I definitely didn't 
                            expect this.

                                       PIKE
                            I know.  My guidance counselor never 
                            mentioned anything about vampires.  
                            'Prison' came up a few times, but 
                            nothing about undead.

                                       BUFFY
                            It's weird.  I went back to my old 
                            grade school once, to the playground -- 
                            I used to hang out there all the 
                            time, playing on the swings and 
                            stuff... I went back and it was so 
                            tiny, the whole place.  I couldn't 
                            even fit on the swings.  Everything 
                            just looked so small.
                                (collects herself)
                            I'm sorry.  I'm babbling.

                                       PIKE
                            No, you're not.

             But she stands anyway, head to the stairs.

                                       BUFFY
                            I'm kinda beat.  You can stay in my 
                            mom's room if you want.

                                       PIKE
                            I think I'll just hang out here.  
                            Make sure the sun comes up and 
                            everything.

                                       BUFFY
                            You sure?

                                       PIKE
                            Oh, I'll be fine.  Got my chair, 
                            got my window, I'm great.

                                       BUFFY
                            Mmkay.

             She starts up the stairs.

                                       PIKE
                            Hey, Buffy...

                                       BUFFY
                            Yeah?

                                       PIKE
                            You know, you saved my life.  And I 
                            just wanted to say... I forgive you 
                            for talking during the movie.  
                            Almost.

             She gives him a look, heads upstairs.  He watches her go, looks 
             out the window.

                                                                    CUT TO:

             EXT. BUS TERMINAL

             A bus is pulling out.  We see Pike through the window, looking 
             comtemplative.  He watches the terminal disappear.

             PIKE'S POV

             The streets move by.  On one there is a Police Officer talking 
             to a hysterical Man.  Next to them is a body, covered by a 
             sheet.

                                                                    CUT TO:

             EXT. OUTSIDE SCHOOL - MORNING

             Buffy and Merrick are walking along the path to the steps of 
             the main building, arguing.  Merrick is wearing casual 
             California gear, but again, very subdued.

                                       MERRICK
                            There isn't time.

                                       BUFFY
                            Make time, okay?  You're the one 
                            who told me to act normal.  I've 
                            missed three practices already.  If 
                            I'm not there for the Barber game 
                            tomorrow everyone's gonna talk.

                                       MERRICK
                            Another distraction.  It's not right.

                                       BUFFY
                            Why because it's not my fate?  It's 
                            not in the Book-of-All-
                            Knowledgefullness that I'm gonna be 
                            cheerleading at the Barber game?

                                       MERRICK
                            Sooner or later you're going to 
                            have to accept it.  Your fate.

                                       BUFFY
                            I'm pretty much learning not to 
                            accept anything anymore.  Come on, 
                            Merrick.  Football.  Afterwards we 
                            can kill and kill until there is 
                            nothing left.

                                       MERRICK
                            All right.

                                       BUFFY
                            Toasty.  You should come; it's gonna 
                            be a great game.

                                       MERRICK
                            Oh, I'll be there all right.  I'm 
                            not letting you out of my sight.  
                            Not till you're ready.

                                       BUFFY
                            Try and be inconspicuous, okay?  
                            Act like a fan.

                                       MERRICK
                                (being a fan)
                            Football is my life.

                                       BUFFY
                            You're learning.  Slowly, incredibly 
                            slowly, but you're learning.

             She turns to go.

                                       MERRICK
                            None of the other girls ever gave 
                            me this much trouble.

                                       BUFFY
                            And where are they now?

             She smiles at him and runs up the steps, where Jeffrey is 
             waiting for her.  He looks at the departing figure of Merrick.

                                       JEFFREY
                            So that's your tutor, huh?  What is 
                            he, like, your boyfriend now?

                                       BUFFY
                            Jeffrey.  Projectile vomit.

             They enter the building together.

                                                                    CUT TO:

             EXT. FOOTBALL FIELD - NIGHT

             Right before the game.  The scoreboard reads "Hemery vs Barber".  
             Fans fill the stands.  We see Buffy with the other cheerleaders.  
             She's really into it, enjoying herself as they all rally the 
             crowd.

             We see Merrick taking a seat.  He is wearing another new outfit -- 
             a letterman jacket and baseball cap.  He has binoculars around 
             his neck.  He takes his seat amidst the teens.  Real 
             inconspicuous.

                                                                    CUT TO:

             INT. LOCKER ROOM - SAME TIME

             The coach is giving players his pep talk.

                                       COACH
                            Some people say winning is a state 
                            of mind.  Can't win out there if 
                            you don't win --
                                (point to his head)
                            -- in here.  I say, winning isn't a 
                            state of mind.  I say winning is 
                            having more points.  And how do we 
                            get point?  By putting the thing, 
                            the ball over the.. in the place.

                                       AMILYN
                            End zone.

                                       COACH
                            Right.  So I don't care about your 
                            minds.  Maybe you're tired.  Maybe 
                            you're worried about your grades.  
                            Maybe you dog just died or you've 
                            suddenly found that you're attracted 
                            to other men.  I don't care!  'Cause 
                            we're a team.  And there only on 
                            thing that matters to a team.  What 
                            that?

                                       TEAM
                            Winning!

                                       COACH
                            And how do we win?

                                       TEAM
                            By putting the thing in the place!!

                                       COACH
                            So let's go!!

                                       TEAM
                            Yeahh!!!!

             They run out, full of fire.  The coach turns to one player, 
             whose face we cannot see.

                                       COACH
                            There you are!  You missed practice 
                            again.  You're benched till the 
                            fourth, um, the fourth part.  Now 
                            get out there.

             Coach heads out.  The player turns around, smiles after him.  
             It's Grueller.

                                                                    CUT TO:

             INT. STADIUM TUNNEL - SAME TIME

             The players run out toward the field, yelling.  The last of 
             them is Grueller.  He floats behind them slowly, grinning and 
             speaking in a passionless voice, again as if he were repeating 
             words phonetically.

                                       GRUELLER
                            Go team.  Rah.  Go team go.

                                                                    CUT TO:

             EXT. FOOTBALL FIELD  (LATER)

             Fourth quarter.  The scoreboard read "Hemery: 17, Barber: 21".  
             Fifty seconds left.

                                       CHEERLEADERS
                            Two!  Four!  Six!  Eight! 
                            Who do we emasculate! 
                            Barber!  Barber!  Yay!!

             On the sidelines, a player hobbles out and coach pushes Grueller 
             in.  He passes Buffy and she winces slightly.  It messes up 
             the routine and Nicole practically falls over her.

                                       NICOLE
                            Buffy, Jesus!  You know these steps.

                                       BUFFY
                            Sorry.

             Buffy starts cheering again as the players huddle.

             ANGLE - MERRICK

             He is watching Buffy through his binoculars.  A TEEN nudges 
             him.

                                       TEEN
                            Hey, can I borrow your binoculars, 
                            man?

                                       MERRICK
                                (without looking around)
                            No.

                                       TEEN
                            You're checking out the cheerleaders.  
                            All right.  Buffy, man.

             Merrick does turn.

                                       MERRICK
                            What about her?

                                       TEEN
                            Everybody knows about her, man.

                                       MERRICK
                            Knows what about her?

             The teen leans closer.

                                       TEEN
                            She's had sex.

             He nods at Merrick; "You know what I mean".  Merrick turns 
             back.

                                       MERRICK
                            I'm on the wrong bloody side.

             ANGLE - THE FIELD

             The players are lined up.  Grueller, at left tackle, smiles at 
             the player facing him, growls.  The player looks worried.

                                       ANDY
                            Twenty-three!  Thirty-two!  Hike!

             The players scramble as Andy hands off.  The carrier gets a 
             few yards.  When the pileup on the line of scrimmage peels 
             apart, the player that had been facing Grueller is unconscious.

             As he is carted off the field, Grueller gleefully trots back 
             to the huddle.

             ANGLE - BUFFY

             Watching the game, a little perplexed.

             ANGLE - THE STANDS

             Merrick watches Buffy.

             ANGLE - THE SIDELINES

             The coach yells at the players.

                                       COACH
                            Come on!  Do the thing!  Where you... 
                            go towards the guy!  Come one!  
                            Throw the thing!

             ANGLE - GRUELLER

             Smiling, listening to Andy call the play.

             ANGLE - ANOTHER SECTION IN THE STANDS

             Kimberly sits, complaining to no one in particular.

                                       KIMBERLY
                            What are they doing?  The clock's 
                            running out!
                                (shouts)
                            Throw the ball!

             She sits back, turns to her neighbor.

                                       KIMBERLY
                            Are they so brain-dead?

             Her neighbor smiles at her.  He is a vampire, and he speaks in 
             the same monotone that Grueller used.  He waves a pennant.

                                       VAMPIRE FAN
                            Rah.

             ANGLE - THE FIELD

             The players are lined up again.  Grueller is drooling.  The 
             other team is really worried about him now.

             The snap.  Andy drops back and lobs it to Jeffrey.  Jeffrey is 
             way open.  He catches it easily, looks behind him as he runs.  
             Barber players are rushing at him.  And Grueller is coming at 
             him too, throwing other players right and left.

             Jeffrey looks a little worried.  He bolts down field, toward 
             the end zone, Grueller on his heels.

             ANGLE - BUFFY

             She sees something is definitely wrong.

                                       BUFFY
                            Jeffrey...

             In a flash, she races onto the field.

                                       NICOLE
                            Buffy!

                                       JENNIFER
                            What is she...

             ANGLE - MERRICK

             He stands, his eyes following Buffy.

             ANGLE - KIMBERLY

             She also see Buffy.

                                       KIMBERLY
                            Oh, wow.  She's really lost it.

                                       VAMPIRE FAN
                            Party hearty.

             Everybody rises to their feet and cheers as Jeffrey makes it 
             to the end zone.

             ANGLE - THE CLOCK

             Two, one, zero.

             ANGLE - THE FIELD

             Grueller hits Jeffrey a second before he is enveloped by other 
             players.  Grueller, hungry with bloodlust, is confused by the 
             exultant crowd, snarling at people.

             Buffy races for the crowd.  She sees Jeffrey is all right.  
             Grueller makes his way out of the throng and up into the stands 
             even as everyone else is rushing onto the field.

             Jeffrey is triumphant.  He sees Buffy running for him and raises 
             his arms.  She passes him right by and continues after Grueller, 
             heads up the stands.  He looks after her, confused, before he 
             is swamped again.

             ANGLE - MERRICK

             He tries to make his way through the crowd.

             ANGLE - TOP OF THE STANDS

             Grueller reaches them and leaps over the back.  Buffy sees 
             him, runs up and without hesitation, dives off herself.

             The stands reach some thirty feet off the ground.  Buffy sails 
             down like a diver, grabs a branch about halfway down.  She 
             swings like a gymnast and the branch snaps.  Still holding the 
             broken branch, she completes a perfect flip and lands on her 
             feet.

             The vampire fan is on the ground behind her, come for her and 
             without stopping or even turning she twirls the branch and 
             sinks the broken end in his heart.

             She looks around for Grueller.  He is booking out, already 
             several yards away..

             Merrick appears at the top of the stands just in time to see 
             Buffy take off after Grueller.

                                       MERRICK
                            Wait!

                                       BUFFY
                                (calls as she runs)
                            He knows who I am!

             She continues to race after Grueller.

             ANGLE - MERRICK

             Running back down the stands, making his way through the 
             dispersing crowd to the nearest exit.

                                                                    CUT TO:

             EXT. STREET - SAME TIME

             Buffy is still following, but she can't keep up.  She spot a 
             BIKER tooling along the street on a Harley.  She comes up to 
             the side of the road and tentatively sticks her thumb out.  
             The biker smiles, stops in front of her.

             ANGLE - THE BIKE

             Ground level, behind the bike, we see its engine revving, smoke 
             puffing from twin pipes.

                                       BIKER
                            Hey, babe.  You want to get some 
                            real power between your legs?

             Buffy looks at the biker a moment.

             ANGLE - THE BIKE

             The same angle as before, ground level.  Suddenly the biker's 
             body lands in front of CAMERA

             CLOSEUP - WHEEL

             spinning

             CLOSEUP - HAND

             revving the engine.

             Buffy takes off at top speed.

                                       BIKER
                            Dyke!  You're a dyke!  I'm telling 
                            the world!

                                                                    CUT TO:

             EXT. CONSTRUCTION SITE  (MOMENTS LATER)

             A RUSTLING in the trees signifies Grueller's flight.  Seconds 
             late, Buffy roars into view behind him.  She navigates the 
             streets with less ease than determination.

             Her eyes follow him off the road and she steers the bike on a 
             violently bumpy and erratic course through the site.  She 
             finally hits a pile of bricks and is thrown headlong from the 
             bike.  She hits the ground hard; she rolls into it but has 
             trouble getting up.

             BUFFY'S POV

             Grueller's smiling face appears over her.

                                       GRUELLER
                            Fall down go boom have to see the 
                            nurse.

                                       BUFFY (O.S.)
                            Grueller, God, what did they do 
                            you?

             He brings his face right next to hers.  His voice is no longer 
             passionless; it boils up from hell.

                                       GRUELLER
                            They killed me.

             RESUME SCENE

             He grabs her and hauls her up.

                                       BUFFY
                            No kidding.

             She head-butts him with enormous force, sending him staggering 
             back.  Before he can recover, she dives for a pile of discarded 
             lumber, chooses a nasty shard of wood.

             She turns on Grueller, who is smiling again.  There are two 
             more Vampires approaching her, surrounding her.

                                       GRUELLER
                            The Master walks tonight.  This is 
                            his kingdom, now.

             They rush her.  She takes one on as the second hits her, 
             knocking her over.  They all three swarm over her, meeting her 
             kicks with raking claws.  The two hold her in front of Grueller.

                                       GRUELLER
                                (continuing)
                            You know, Buffy, I've always wanted 
                            you.

             He smiles again and leans toward her neck.

             The stake that pops out through his chest is as much a surprise 
             to him as it is to Buffy.  He falls backward, shocked and dead.  
             Behind him stands Pike.

             One of the other vampires stupidly goes after Pike, who runs 
             away.  Buffy instantly flips the other one over onto Grueller, 
             impaling him as well.

             Pike runs more or less in a circle, yelling, the vampire at 
             his heels.

                                       PIKE
                            I didn't mean it!  I didn't mean 
                            it!

             Wooden shard in hand, Buffy sprints toward them, jumps into a 
             series of flips.  She lands with her legs around the vampire's 
             shoulders, plants the stake in its heart as they topple onto 
             Pike.

             For a moment, Pike and Buffy lie on top of each other, breathing 
             hard.  Then they get up awkwardly, embarrassed by their 
             touching, (and by their slight arousal).

                                       BUFFY
                            I didn't expect to see you.

                                       PIKE
                            I know.

                                       BUFFY
                            Why'd you come back?

                                       PIKE
                            I don't know.  I kind of thought I 
                            ought to be here.  You know, this 
                            isn't exactly the kind of thing you 
                            can run away from.

                                       BUFFY
                            Thanks.

                                       PIKE
                            Besides, Oxnard sucks.

             They start out of the site.

                                       PIKE
                                (continuing)
                            Listen, I... I really do want to 
                            help.  I mean, these guys are dag 
                            nasty, and somewhere my best friend 
                            is out there, and I'd like to, I 
                            don't know.  Even the score.  Do 
                            some damage.  I'm good with damage.

             ANGLE - KIMBERLY'S CAR

             She drives by, see Buffy with Pike.  It's an eyebrow-raiser, 
             but she keeps driving.

                                       BUFFY
                            Pike, I don't think you're up to 
                            this.

                                       PIKE
                            I think I could help.  You gonna 
                            tell me you don't need help?

                                                                    CUT TO:

             EXT. STREET - SAME TIME

             Merrick runs up to the street where Buffy took the Harley.  He 
             has shed the raccoon coat.  The biker is still there, standing 
             in the road trying to thumb a ride.

                                       MERRICK
                            Did you see a girl come by here?

                                       BIKER
                            You don't mean, like, a cheerleader?

                                       MERRICK
                            Yes.

                                       BIKER
                            Yeah, I saw her.  Bitch took my 
                            wheels.

                                       MERRICK
                            Wheels?

                                       BIKER
                            My bike!  She's a lesbian, too.  
                            She told me.

                                       MERRICK
                            Which way did she go?

                                       BIKER
                            Down there.

             He points.  The CAMERA PANS with Merrick as he takes a step in 
             that direction, leaving the biker behind (and momentarily OUT 
             OF FRAME).

                                       MERRICK
                            Idiot girl.  Can't watch over her.  
                            How long ago did --

             The CAMERA PAN back with Merrick as he turns to the biker, but 
             in his place stands Lothos.  Not five feet from Merrick.

                                       MERRICK
                            Oh, my God.

             ANGLE - THE BIKER

             On his knees, Lothos' hand firmly locked around his throat.  
             He cannot move or breathe.

             Merrick and Lothos look at each other a moment.

                                       LOTHOS
                            It's a beautiful night.  I have 
                            never understood the human tendency 
                            to equate darkness with emptiness.  
                            To me the black is so thick with 
                            life, like soil...  like blood.  
                            Darkness writhes under my eye.

             He looks at the night.  Merrick slowly reaches for a gun stuck 
             in the back of his pants as Lothos continues.

                                       LOTHOS
                                (continuing)
                            I know who you are.  She's out her, 
                            as well, isn't she?  Another Slayer.  
                            Who is it this time?  What offering 
                            have you brought me?

             EXT. ANOTHER STREET - ANGLE ON BUFFY - SAME TIME

             She is crouching on the ground, holding her stomach and gritting 
             her teeth.

                                       PIKE
                            Buffy?  What's wrong?

                                       BUFFY
                            Oh, God.  It's him.  I think it's 
                            him.

                                       PIKE
                            Who?

                                       BUFFY
                                (not answering)
                            Merrick...

             Buffy ups and runs in the direction of the noise.  Calls back 
             to Pike.

                                       BUFFY
                                (continuing)
                            Stay here.

             She runs out of sight.

                                                                    CUT TO:

             EXT. STREET - ANGLE ON THE BIKER - SAME TIME

             Lothos lets him go and he falls, dead.

                                       LOTHOS
                            It doesn't really matter.  The names, 
                            the faces, they all melt together.  
                            After a time, there really is no 
                            difference.  One more pathetic bitch, 
                            begging for me to suck on her clotted 
                            heart.

                                       MERRICK
                            This one may surprise you.

             CLOSEUP - THE GUN

             Merrick holds it firm behind his back, finger on the trigger.

                                       LOTHOS
                            I rather doubt it, if she was raised 
                            here.

             He laughs.  He doesn't appear to have noticed the gun, but:

                                       LOTHOS
                                (continuing)
                            Where is she?  I can't wait to meet 
                            her.  Do you think she's ready to 
                            face me?  Or perhaps you can stop 
                            me with that gun.

                                       MERRICK
                            Perhaps.

             Merrick looks out at the trees nearby.

             MERRICK'S POV

             Buffy appears, far away, between the trees.

             Merrick looks at Lothos, afraid he will notice.

             ANGLE - BUFFY

             Approaching, stopping some twenty yards away.  She looks about 
             her for a weapon.

                                       LOTHOS
                            Look at you.  You pathetic thing.  
                            So small, so full of fury.  After 
                            you've served me for a hundred years, 
                            I think you'll have a little more 
                            perspective.

                                       MERRICK
                            I don't think so.

             Lothos rushes suddenly at Merrick, hissing, his feet just off 
             the ground.  Merrick steps back, whips out the GUN, and SHOOTS 
             himself without hesitation in the head.

             Buffy's eyes go wide.

             Lothos growls, holding Merrick's spurting corpse.

             A small, involuntary noise escapes Buffy.

             CLOSEUP - LOTHOS

             Even twenty yards away, he hears.  He spins and stares, starest 
             at CAMERA.  Listening.

             Buffy walks slowly, silently backward, fading back into the 
             dark, terrified and shocked.

             Lothos turns back and looks at Merrick dead in his hands.  
             Disgusted, he lets him drop.

                                       LOTHOS
                            Fool.

             He looks at the blood on his fingers.  After a moment, he tastes 
             it.

                                                                    CUT TO:

             EXT. STREET  (LATER)

             Pike is standing by the trees where Buffy stood before, looking 
             out into the street.

             PIKE'S POV

             The same angle as Buffy's, before.  Now Lothos is gone.  Buffy 
             is kneeling quietly by Merrick, holding his head in her lap.

                                                                    CUT TO:

             EXT. A WOOD - JUST BEFORE DAWN

             Through the dark mist Buffy appears, carrying Merrick's body 
             in her arms.  She is alone.  She does not stop.

                                                                    CUT TO:

             EXT. GRAVEYARD - MORNING

             On the outskirts of the graveyard, Buffy finishes filling in 
             Merrick's grave under an old tree.  She is still wearing her 
             cheerleader outfit, now caked with dirt.  She stands at the 
             foot of the grave, tries to think of a prayer.

                                       BUFFY
                            Ummm, our Father, Who art in Heaven, 
                            duhmm... hallowed be Thy name.  
                            Uhh, kingdom come, daily break, I 
                            don't know.  I don't even know if 
                            you're religious.  You probably 
                            are.  But you're dead, you know.  
                            You're just totally dead.  and...

             She sits heavily on his grave.

                                       BUFFY
                                (continuing)
                            ... and I don't know what to do.  
                            You were the one who... I don't 
                            know if the training was over.  I 
                            don't even know if I passed.  You're 
                            so stupid!  How could you be so 
                            stupid?  What am I supposed to do 
                            without you?  You son of a bitch!

             She stops, looks down for a moment.

                                       BUFFY
                                (continuing)
                            Amen.

                                                                    CUT TO:

             INT. ZEPH'S AUTO REPAIR - DAY

             Pike is at work on a contraption.  Built out of scraps and 
             parts, it is the beginnings of a cartridge-load crossbow.  
             Zeph watches, behind him.

                                       ZEPH
                            Hah, I'd knew you'd be back.  Didn't 
                            I say you'd be back?  Ha, ha, ha!  
                            You're sitting in your old car saying 
                            'Nope, I'm never coming back.'  
                            Hee, Hee!  Like you got anywhere to 
                            go.  'I'm never coming back'  But I 
                            knew you would.  Birds got to return 
                            to the nest sooner or later.  That's 
                            what I said.  Just like I told you...

             Pike pays no attention to this babbling monologue.  Over the 
             course of it he takes a slim, handmade wooden shaft, slightly 
             thicker than an arrow, and rubs it with garlic.  He places it 
             in the crossbow, take aim in front of him.  He fires into the 
             tire of a truck.  The tire pops flat.  Zeph cracks up.

                                       ZEPH
                                (continuing)
                            Hah!  Shot the damn tire, dumbass, 
                            didn't even look, just going around 
                            shooting things, popped it flat, ya 
                            bonehead.

             Pike, still not listening, continues to work.

                                                                    CUT TO:

             INT. GYM - DAY

             We see a banner stretched across the central beam of the 
             ceiling.  It reads "THE EARTH IS OUR HOME".  A half dozen 
             inflatable globes dangle from the ceiling.  Nicole and Kimberly 
             are stetting up the drinks table, unloading and stacking 
             hundreds of styrofoam cups.  Jennifer crosses by them, carrying 
             an armful of plastic wrappings and containers.

                                       JENNIFER
                            I got all the plastic stuff.  What 
                            should I do with it?

                                       KIMBERLY
                                ("you idiot")
                            Throw it out.

             Jennifer crosses out as the two resume their conversation.

                                       NICOLE
                            I really was way way too too.

                                       KIMBERLY
                            Oh, please!  When she ran onto the 
                            field in the middle of the game?  
                            Was that the most out-of-it thing 
                            ever, or did I blink?

                                       NICOLE
                            I'm, like, yelling at her, 'What 
                            are you doing?'  And she's going 
                            'Jeffrey, Jeffrey!'  Way mental.

             They laugh.  Jennifer is the first to see Buffy walk in, looking 
             cleaned-up but still ragged.  They stop laughing.

                                       JENNIFER
                            Hi, Buffy.

                                       BUFFY
                            Hi, guys.

                                       KIMBERLY
                            You were supposed to be here at 
                            three.

                                       BUFFY
                            I forgot.

                                       KIMBERLY
                            Buffy, what is your sitch?  You're 
                            acting like The Thing From Another 
                            Tax-Bracket; it's too weird.

                                       BUFFY
                            Look, a lot's been going on.  That's 
                            what I wanted to tell you guys about.  
                            I need to tell you.  You see... a 
                            while ago, I met this guy --

                                       KIMBERLY
                            Oh my God you're having an affair.

                                       NICOLE
                            Cool!

                                       JENNIFER
                            Does Jeffrey know?

                                       BUFFY
                            It's not that at all.  This is an 
                            old guy, he's like fifty.

                                       KIMBERLY/NICOLE
                            Eeyuu.

                                       BUFFY
                            No, no.  Listen.  Haven't you guys 
                            noticed how weird things have gotten 
                            around here?  Like, people 
                            disappearing, people turning up 
                            dead...

                                       NICOLE
                            What are you talking about?

                                       KIMBERLY
                            Weird?  You mean like you hanging 
                            out with that homeless, Poke?  I 
                            saw you last night after the game.

                                       BUFFY
                            Pike.

                                       NICOLE
                            You're having a fling with him?

                                       JENNIFER
                            He doesn't look fifty.

                                       BUFFY
                            Guys.  Guys!  Reality pulled out of 
                            her five minutes ago.

                                       KIMBERLY
                            Oh, thank you very much.

                                       NICOLE
                            Like you've got a grip.

                                       KIMBERLY
                            You're so out of it.  You've blown 
                            off cheerleading, you've blown off 
                            dance committee --

                                       BUFFY
                            Excuse me for having something 
                            important to do.

                                       KIMBERLY
                            This isn't important?  The earth is 
                            our home.

                                       BUFFY
                            Kimberly, it's a dance.  It's a 
                            stupid dance with a bunch of stupid 
                            kids that I see every stupid day.

                                       NICOLE
                            So, we're stupid now?

                                       KIMBERLY
                            You know, just because you're having 
                            full-on wiggans doesn't mean you 
                            have to drag us into it.  This isn't 
                            just any dance.  It happens ot be 
                            the last dance of our last year.

                                       NICOLE
                            Except for Prom.

                                       KIMBERLY
                            Right.

                                       JENNIFER
                            And Spring Fling.

                                       KIMBERLY
                            Okay.

                                       NICOLE
                            And the January Semi-formal --

                                       KIMBERLY
                            Okay!  Look, Buffy.  You want to 
                            play house with the unwashed masses, 
                            that's fine.  But personally, I 
                            think you ought to spend a little 
                            time prioritizing.  I really do.

                                       BUFFY
                            Listen to you.  What language are 
                            you speaking?

                                       KIMBERLY
                            Get out of my facial.

             She storms out.

                                       NICOLE
                            Well, I guess you got what you came 
                            for.

                                       BUFFY
                            Nicole...

                                       NICOLE
                            Later for it.

             She also leaves, with Jennifer.  Buffy stands alone in the 
             room, small amidst the streamers.

                                                                    CUT TO:

             INT. BUFFY'S KITCHEN - EVENING

             Buffy stands at the sink, rinsing a glass for way too long, 
             staring.  Her mother breezes THROUGH THE FRAME.

                                       BUFFY'S MOM
                            Dinner's in the fridge, stay away 
                            from the Jag, we'll be back by 
                            twelve.

             She stops, seems to notice something about Buffy.

                                       BUFFY'S MOM
                                (continuing)
                            Buffy, honey?

                                       BUFFY
                                (wanting to talk)
                            Yeah?

                                       BUFFY'S MOM
                            Have you gained a few pounds?  Maybe 
                            it's that outfit...

                                       BUFFY
                            Maybe.

                                       BUFFY'S MOM
                            What's Bobby gonna say?

                                       BUFFY
                            I don't know, Mom; I've never met 
                            Bobby.

                                       BUFFY'S MOM
                                (laughs)
                            Aren't we the chatty ones.  Kiss 
                            noise.

             And she's out.  Buffy looks at her clothes, herself.

                                                                    CUT TO:

             EXT. MALL PARKING LOT - NIGHT

             Pike drives slowly between the cars.  He sees Buffy walking 
             toward the mall.  He pulls up by her, parks.  Gets out of the 
             car.

                                       PIKE
                            Buffy, hey, I've been looking all 
                            over for you.

             Buffy doesn't stop.  He paces her.

                                       PIKE
                                (continuing)
                            I been working on some stuff for 
                            you.  What'cha doing?

                                       BUFFY
                            I'm going shopping.  Don't try to 
                            stop me.

                                       PIKE
                            Cool.  I could actually use a couple 
                            of Allen wrenches.  What do you 
                            need?

                                       BUFFY
                            A dress.

                                       PIKE
                            Dress, huh?  What for?

                                       BUFFY
                            For the dance.

                                       PIKE
                            Come again?

                                       BUFFY
                            I'm going to the senior dance.

                                       PIKE
                                (charades)
                            Second word... sound like 'dance'.

             She stops.

                                       BUFFY
                            I'm going to the dance.

                                       PIKE
                            What for?

                                       BUFFY
                            In order to dance and to drink punch 
                            and to be with my friends.  
                            Comprende?

                                       PIKE
                            I don't believe this.  The world's 
                            under attack by the legions of the 
                            undead and you're going to a mixer?

                                       BUFFY
                            It's not a mixer.  It's the senior 
                            dance.  And it's important.  You 
                            wouldn't understand.

                                       PIKE
                            You got that right.  I thought you 
                            wanted to kill vampires.

                                       BUFFY
                            I don't want to kill anybody, and I 
                            don't want to talk about it anymore.

                                       PIKE
                            Listen, I know you're bummed about 
                            your friend, and I'm really sorry...

                                       BUFFY
                                (offhand, almost disdainful)
                            He did what he was supposed to.

                                       PIKE
                            But, Buffy, you're the guy, the 
                            chosen guy.

                                       BUFFY
                            Right.  I'm the chosen one.  And I 
                            choose to be shopping.

                                       PIKE
                            I should have known.

             Buffy raises her fist at him; he starts back, involuntarily.

                                       BUFFY
                            Leave me alone.

                                       PIKE
                            Benny was right.  You guys are all 
                            exactly the same.

             Buffy walks away, leaving Pike alone.

                                       PIKE
                                (continuing; calls after 
                                her)
                            I'm not disappointed, I'm just angry.

             As Pike walks off, the camera TILTS UP the lamp post behind 
             them.  Benny is perched upon it.

                                       BUFFY
                            Buffy?  Buffy?

                                                                    CUT TO:

             INT. BOILER ROOM - NIGHT

             Vampires are gathered around.  Lothos stands with Benny.  Benny 
             is beaming.

                                       LOTHOS
                            Buffy...

             Lothos laughs, long and hard.

                                                                    CUT TO:

             INT. THE MALL - NIGHT

             Buffy looks at dresses, most of them fairly tight and fairly 
             out there.  She holds one in front of her, looks in a mirror.

                                                                    CUT TO:

             INT. ZEPH'S AUTO REPAIR - ANOTHER NIGHT

             Pike sits, fiddling with his crossbow.  Looks out the window, 
             discontented.  Laid out next to him we see wooden shafts, 
             garlic, and a cross.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - BEDROOM - NIGHT

             Buffy lays her dress on the bed.  We cannot see exactly what 
             it looks like.

             She stuffs some blood-stained clothes into a duffel bag along 
             with some stakes.  She tosses the bag in the closet.

                                                                    CUT TO:

             EXT. THE GYM - PROM NIGHT

             Dozens of limos pull up.  Kids pour inside.

                                                                    CUT TO:

             INT. THE GYM - NIGHT

             The party is underway.  Streamers everywhere, tables by the 
             windows.  Couples dance, a D.J spins the tunes.  There is a 
             setup in one corner for taking prom pictures.  The kids are 
             all very elegant and hip.  Every shade of black is represented.

             ANGLE - PUNCH BOWL

             Nicole and Kimberly stand by the punch bowl, chatting.  They 
             are both wearing slinky little black dresses.

             ANGLE - THE DOOR

             There are two: at one end, leading to the house (it's closed) 
             and one leading outside.  Gary Murray stands by the outside 
             door, on guard, as students enter.  He is looking disdainfully 
             at Andy and holding a flask he has confiscated.

                                       ANDY
                            Well, it came with the tux.

             Buffy enters the gym.  She is wearing a long white strapless 
             gown.  It is lovely, but very conservative for this crowd.  
             Over her shoulder is a purse that goes with the dress.  She 
             enters hesitantly, looking around her for Jeffrey.  She passes 
             Andy, who is moving away from Gary Murray.

                                       ANDY
                            Buffy!  Looking tasty.

                                       BUFFY
                            Thanks.  Have you seen Jeffrey?

             But Andy has moved on.  Buffy works her way through the crowd 
             to the punch bowl, sees Nicole and Kimberly.  They stop 
             whispering real quick.

                                       BUFFY
                                (continuing)
                            Hi, guys.

                                       NICOLE
                            Hi.

                                       BUFFY
                            Have you guys seen Jeffrey?  The 
                            limo never showed, I thought he 
                            might be here.

             Nicole and Kimberly look at each other significantly.

                                       NICOLE
                            I haven't seen him tonight.

                                       BUFFY
                            Oh.

             She picks up a glass of punch.

                                       BUFFY
                                (continuing)
                            I'm glad you guys are here.  It's 
                            good to see you.

                                       KIMBERLY
                                (miss sarcasm)
                            Yeah, whoops I came.

                                       BUFFY
                                (tries again)
                            You look way pretty, Kim.

                                       KIMBERLY
                            I know.  I like your little outfit.

                                       NICOLE
                            It's amazing what you can do with a 
                            parachute and some starch.

                                       KIMBERLY
                            As long as there's room for three 
                            in it.  What, didn't you bring your 
                            new friends?

             Buffy is startled by this attack.  Nicole giggles.

                                       BUFFY
                            I guess you guys are mad at me.  
                            I'm sorry.  I've been really --

             Jeffrey suddenly appears between them.  Jennifer is on his 
             arm.

                                       BUFFY
                                (continuing)
                            Jeffrey!  There you are.  I --

             She stops, as everybody assesses the situation.  Buffy is 
             shocked, doing a slow fade to hurt.  Jeffrey is uncomfortable.  
             Jennifer is apoplectic with embarrassment.  Kimberly is in 
             serious giggle, Nicole a bit more restrained, checking it out.

                                       JEFFREY
                            Buffy, what are you doing here?

                                       BUFFY
                            I thought we were meeting here.

                                       JEFFREY
                            I'm here with Jenny.

             -- who is practically hyperventilating, pulling at his arm 
             like a dog on a leash.

                                       BUFFY
                            I don't understand.

                                       JEFFREY
                            Oh, come on, Buffy.  You know what's 
                            going on.  It's not working out at 
                            all.  I've got to move on.  I mean, 
                            I've got needs, too.  I told you 
                            about all this.

                                       BUFFY
                            No, you didn't.  When?

                                       JEFFREY
                            Didn't you get my message?

                                       BUFFY
                            You broke up with my machine?

                                       JEFFREY
                            You weren't home.  Like always.

                                       BUFFY
                            You left me a message?

                                       JEFFREY
                            I'm out of here.  Jenny.

             At the mention of her name Jenny jumps, and in her haste to 
             get away, she bumps into Buffy's arm, spilling bright red punch 
             on Buffy's chest.  She flees, Jeffrey in tow.  They leave the 
             gym.  Kimberly finds it all pretty funny.  Nicole is silent.

             Buffy turns away, toward the wall.  A soft BALLAD come on over 
             the SPEAKERS.  Tears are forming in Buffy's eyes, as she wipes 
             futilely at her dress.  Finally she turns, looks toward the 
             door.

             BUFFY'S POV

             Pike is there, walking in on his own.  He wears a leather jacket 
             and baggy old tux pants, accented by chains, earring and unlaced 
             Doc Martins.  He looks great.

             He walks directly toward Buffy, and does turn a few heads.

                                       PIKE
                            I crashed your party.

                                       BUFFY
                            Pretty shallow of you.

                                       PIKE
                            That's me.

                                       BUFFY
                            I'm glad you came.

                                       PIKE
                            Yeah, you look like you're having a 
                            swell time.

             Pike picks up a glass of punch as he notices the stain on 
             Buffy's dress.  He looks about him a bit, then without 
             hesitation dumps some punch on his lapel, matching stains.  
             Buffy smiles at him.

                                       PIKE
                                (continuing)
                            Will I get the shit kicked out of 
                            me if I ask you to dance?

                                       BUFFY
                            I don't actually think Jeffrey's 
                            gonna notice.

             They begin slow dancing, not too close.

                                       PIKE
                            Yeah, well, you're the one I'm afraid 
                            of.

             They dance for a while, closer and closer.

                                       PIKE
                                (continuing; gee-whizzically)
                            You know, you're not like the other 
                            girls.

             Buffy pulls him closer, holds him, whispers almost weakly in 
             his ear.

                                       BUFFY
                            Yes, I am.

             We see couples dancing, kissing... Gary Murray watching them.

             ANGLE - KIMBERLY

             Sitting by the window with her bovine date, she watches Buffy 
             dance disdainfully.

                                       KIMBERLY
                            I can't believe it.

             The window SHATTERS by her head, a vampire's hand reaching for 
             her.  She screams, starts back.

             Other windows shatter, vampires appearing all around.  A couple 
             of students run for the inner door but it is locked shut from 
             the other side.

             Gradually the party stops as everybody becomes aware of the 
             situation.  They vaguely herd to the middle of the room.

             ANGLE - BUFFY AND PIKE

             Looking around, assessing the situation.

             ANGLE - OUTER DOOR

             A STUDENT runs staggering in, blood spurting from his neck.

                                       BLOODY STUDENT
                            They're out there!  They're vampires!  
                            God, help me!

             He falls to the ground, a few feet in front of the doorway.  
             Nobody moves for a second.  Then one of the students starts 
             toward the body.

                                       BUFFY
                            Don't go near the door.

             Buffy does instead, checking the lifeless body and listening 
             as a number of figures begin to lumber toward the door through 
             the mist.

             Buffy steps back as three 17-year-old vampire come to the door.

                                       1ST VAMPIRE
                            It's party time.

                                       BUFFY
                            Don't worry!  They can't come in 
                            here.  They can't come in unless 
                            they're invited.

                                       KIMBERLY
                            I already invited them.

             Everyone looks at her.

                                       KIMBERLY
                                (continuing; defensively)
                            They're seniors!

             Pike reaches into an inner pocket and pulls out a number of 
             small stakes he has made, hands them to Buffy.  She opens her 
             purse.

             ANGLE - INSIDE THE PURSE

             Cosmetics, hair spray, etc.  She fits the stakes in.

                                       BUFFY
                            The first thing we should --

                                       1ST VAMPIRE
                            Buffy... You wanna dance?

                                       PIKE
                                (to Buffy)
                            Looks like you're busted.

                                       2ND VAMPIRE
                            We want her!  We want Buffy.  Send 
                            her out.

                                       1ST VAMPIRE
                            Or we come in.

             They fade back, almost out of sight.  Pike looks out the window.  
             More are gathering.

                                       GARY MURRAY
                            All right, everybody stay calm.
                                (to Buffy)
                            What's going on?

                                       PIKE
                            Looks bad, Buffy.

                                       SENIOR GIRL
                            Send her out.

                                       BUFFY
                            What?

                                       KIMBERLY
                            They'll kill us!  She's the one 
                            they're mad at.

                                       SENIOR BOY
                            Yeah!  Send her out!

                                       GARY MURRAY
                            Everybody be quiet!

                                       ANDY
                            What, are you kidding?  They'll 
                            kill her!

                                       KIMBERLY
                            They'll kill us!

                                       PIKE
                                (moving toward Kimberly, 
                                fist raised)
                            You want some punch?

                                       GARY MURRAY
                            I got detention slips here, I'm not 
                            afraid to use them...

             But other students have picked up the cry, are clamoring to 
             sacrifice Buffy.  Pike crosses to his bag, sitting by the door.

             Two guys move toward Buffy, Andy intervenes.  Pike steps in 
             front of Buffy, holding his custom made cartridge-load crossbow.  
             Trains it on the others.  They quiet down.

                                       PIKE
                            There's gotta be a back way out of 
                            here, or something.

             Buffy looks at the partygoers.  Her friends.  They stare back 
             at her, scared, angry.  She looks out the door.  Back at her 
             friends.

                                       BUFFY
                            I'm going out the front.

                                       PIKE
                            Are you nuts, Buffy?  There's a 
                            hundred of them out there.  They'll 
                            rip us apart.

                                       BUFFY
                            You're staying here.
                                (before he can speak)
                            Some of them might not come after 
                            me.  If they don't this place is 
                            gonna turn into a total stain.

                                       PIKE
                            You say that like it's a bad thing.

                                       ANDY
                            Buffy, this is crazy.  What do these 
                            guys want?

                                       BUFFY
                            Andy, start breaking up some chairs.  
                            You'll need weapons.

             Andy looks at her a moment, moves off.  Buffy goes to Pike's 
             bag, starts pulling out stakes.

                                       BUFFY
                                (continuing)
                            Good thing one of us was prepared.

                                       PIKE
                            Buffy, there's no way you're going 
                            out there alone.

             Buffy stands up.  She kisses Pike very hard on the lips.

                                       BUFFY
                            Don't piss me off.

             She kneels down, begins to rip the hem of her dress.

                                                                    CUT TO:

             EXT. OUTSIDE THE GYM - NIGHT

             We see the doorway to the gym.  A mist has risen around the 
             entire house, swirling about the feet of the undead who stand 
             clustered about it.  Some have keen and eager expressions, 
             some vacant, half-conscious with bloodlust.  They wait.

             A figure appears in the doorway, walking slowly out.  Buffy.  
             Her torn dress now comes to just above her knees.  She wears 
             Pike's leather jacket over it.  She wears her purse strapped 
             across her chest under the jacket.  In one hand she holds his 
             crossbow; in her other hand is a cross.  As she steps further 
             away from the doorway, the vampires slowly begin to close around 
             her.

             The door shuts behind her.

                                                                    CUT TO:

             INT. THE GYM - SAME TIME

             Kimberly and some of the others are anxiously barricading the 
             door.  Pike looks out the window after Buffy.

                                       PIKE
                                (to himself)
                            Come on, move.

                                                                    CUT TO:

             EXT. THE GYM - SAME TIME

             The vampires move closer and closer.  They circle her.  She 
             waits, apprehensive.  When they are about eight feet from her 
             she whips out a bottle of Perrier.  She sprays it all around, 
             searing the inner circle.  Screaming, they clutch their faces.

                                                                    CUT TO:

             INT. THE GYM - SAME TIME

                                       PIKE
                            Yes!

             Others are watching as well.  Andy comes up with some chair-
             made stakes, hands some to Pike.

                                                                    CUT TO:

             EXT. THE GYM - SAME TIME

             Buffy is defending herself in an astounding blur of gymnastics 
             and martial arts.  Leaping, throwing kicks, punches, and the 
             odd stake, she manages to scatter them enough to make a run 
             for it.

                                                                    CUT TO:

             INT. THE GYM - SAME TIME

             Everyone is watching through the windows as the vampires follow 
             after Buffy.

                                       KIMBERLY
                            It's okay!  I think they're going 
                            after her!

                                                                    CUT TO:

             EXT. THE GYM - SAME TIME

             Almost as if it heard that, one of the vampires turns toward 
             the gym, grinning hugely.  It and at least half the others 
             turn back toward the easy pickings inside.

                                                                    CUT TO:

             INT. THE GYM - SAME TIME

                                       PIKE
                                (to Kimberly)
                            I'll bet you feel stupid.

                                       GARY MURRAY
                            Let's get away from these windows!  
                            Find something to cover them with.

             Students start mobilizing.

                                       PIKE
                            Bring round the table.

                                       NICOLE
                            There's nails and stuff we used to 
                            put everything up.

                                       PIKE
                            Get 'em.

             Andy and some others drag a table forward.  Pike helps hoist 
             it up against the window.  He looks one last time outside, 
             then covers it up.

                                                                    CUT TO:

             EXT. CAMPUS LAWN - SAME TIME

             Buffy runs.  She heads toward the nearby cluster of school 
             buildings.  Close behind are the undead.  She passes a line of 
             parked cars.

             ANGLE - CAR

             Jeffrey and Jennifer are in the back of his parked BMW, making 
             heated, clumsy love.  We can see them through the window.

                                       JENNIFER
                            Oh, yes!  Yes!

                                       JEFFREY
                            Oh, baby!

                                       JENNIFER
                            Make me a woman!  Yes!  Make me a 
                            woman!

             As they are spouting this nonsense, Buffy zooms IN and OUT OF 
             the FRAME behind the car.  After a second she walks back INTO 
             the FRAME, staring at the two of them.

                                       BUFFY
                                (pissed)
                            That was quick!
                                (looking up)
                            Oops!

             She books out again, the horde on her heels.

                                                                    CUT TO:

             INT. JEFFREY'S CAR - SAME TIME

             Jeffrey looks up and out the window.

                                       JEFFREY
                            Buffy?

                                       JENNIFER
                                (whining)
                            Jeffrey!

             JEFFREY'S POV

             Vampires swarm about the car in pursuit of Buffy.

             Jeffrey goes wide-eyed at the sight.  Starts climbing off 
             Jennifer and into the driver's seat.

                                       JEFFREY
                                (terrified)
                            Well, I'm done.  Are you done?

                                       JENNIFER
                            No --

                                       JEFFREY
                            Okay, let's go.

                                       JENNIFER
                            But --

                                                                    CUT TO:

             EXT. THE CAR - SAME TIME

             The car roars off.

                                                                    CUT TO:

             INT. THE GYM - SAME TIME

             Windows and the boards covering them begin to smash inward.  A 
             student pounding in nails is caught, pulled out the window.  A 
             vampire crawling in is spiked by Pike.  Another makes it in 
             and is smashed on the head repeatedly by Andy.  It staggers, 
             smilingly, and turns toward him.

                                       PIKE
                            The heart!  Stab them in the heart!

             Andy manages to shove the two-by-four in its heart just as it 
             gets its fingers around his throat.

             Kimberly screams.  One of them has hold of her, starts pulling 
             her out the window.  Nicole runs to her, starts pulling the 
             vampire's hands off her.  Suddenly, the vampire grabs Nicole 
             instead.  Off balance, she is almost out the window before 
             Kimberly can react, and all Kim can do is scream.  Andy and 
             Pike make it to the window too late; Nicole is pulled out, and 
             they swarm over her.

                                                                    CUT TO:

             INT. TUNNELS - SAME TIME

             A vampire catches up to Buffy.  She shoots the last crossbow 
             shaft at it.  Shucks the bow away as another reaches her.  She 
             wrestles with it, fights it off but doesn't kill it.  Moves on 
             as more approach.

                                                                    CUT TO:

             INT. THE GYM - SAME TIME

             Students are still holding most of them at the windows.  One 
             or two have gotten in.

             ANGLE - THE RECORD PLAYER

             A junior vampire has snuck behind it and is going through the 
             records.  He stops, finding one he likes, and starts to put it 
             on.  MUSIC: "Teen Angel".  It wafts over the carnage in the 
             gym, lending it a surreal and dreamy quality.

             Hearing the music, another vampire grabs Kimberly and starts 
             dancing with her.  She screams a lot.

             It's about to plant one on her neck when Pike stabs it in the 
             back.  Pike turns from the dying vampire and is face to face 
             with Benny.

             Pike is frozen for a moment.

                                                                    CUT TO:

             EXT. OUTSIDE SCHOOL BUILDING - SAME TIME

             Buffy approaches the nearest building to the gym.  The vampires 
             are several feet behind her, some twenty of them.

             The door is locked.  She smashes it in with her shoulder.  
             Runs inside.

             A few vampires are about to follow Buffy into the building 
             when a hand is suddenly raised before them, stopping the.  
             Slowly they start fading back.

             It is Amilyn.  He smiles at the other vampires, and raises his 
             fingers to his lips.

             Shhhh....

                                                                    CUT TO:

             INT. THE GYM - CLOSEUP ON A TABLE - SAME TIME

             Pike is slammed down onto it, Benny's face inches from his.  
             "Teen Angel" has been replaced by some hard rock.

                                       BENNY
                            Isn't this great, Pike?  Isn't it 
                            great?  Finally got those bitches 
                            on the run.

             He hoists Pike up and backhands him in the jaw, sends him flying 
             against a wall.  Pike shakes his head as Benny comes at him 
             again, no longer smiling.

                                       BENNY
                                (continuing)
                            Of course I'm angry!  I leave you 
                            alone for five minutes, and look 
                            who you're hanging out with!

             He turns suddenly and grabs a girl, yells in her face.

                                       BENNY
                                (continuing)
                            I don't want girls with good taste; 
                            I want a girl that tastes good!

             She faints and he drops her, turns back to Pike.  Pike is 
             getting shakily to his feet.  Blood trickles down his forehead.

                                       BENNY
                                (continuing)
                            I was gonna change you, man.  I was 
                            gonna give you life!  Do you know 
                            what that means?

             ANGLE - ANOTHER WINDOW

             Gary Murray, yelling orders at student, holding a board against 
             a window as vampires pound on it.  The exposed part of the 
             window above him shatters, raining glass on his head.

             ANGLE - THE PHOTO SETUP

             A vampire is clutching a helpless girl as another vampire takes 
             their picture with an Instamatic.  He expresses confusion and 
             dismay when his image does not come out in the photo.

             ANGLE - PIKE AND BENNY

             Pike is backing away from Benny, who is approaching him.  Pike 
             passes an overturned table, the stubs of its broken legs 
             sticking up at the ceiling.

                                       BENNY
                            Never die.  Never get kicked around, 
                            never get busted.

             Benny grabs him with hateful force.  His fingers dig into Pike's 
             arms enough to draw blood.

                                       BENNY
                                (continuing)
                            It means never having to say you're 
                            sorry!  And you blow it all off for 
                            that slut?!  What about my needs?!

             Pike suddenly grabs Benny, holds him tightly in a brotherly 
             embrace.  Benny is thrown slightly by this.

             Still holding him, Pike pitches onto the table, driving the 
             leg-shard through Benny's back.  Pike still holds Benny as he 
             twitches and screams, dying.  Finally, he lets go, gets up.  
             He looks a little dazed, a little lost.  A window shattering 
             far behind him pulls his eyes back into focus, and he goes to 
             help.

             ANGLE - KIMBERLY

             Sitting by a wall, tiny and silent amid the carnage.

                                                                    CUT TO:

             INT. HALL - SAME TIME

             Buffy moves quickly along, crouching near a window and peering 
             out.  Nothing.  She looks about her, waiting for an attack.  
             She checks her purse.

             ANGLE - BUFFY'S PURSE

             Cosmetics and hair spray.  A small cross.  No stakes left.

             Muttering under her breath, she moves swiftly into a classroom.

                                                                    CUT TO:

             INT. CLASSROOM - SAME TIME

             Still moving cautiously, she heads for the window and pulls 
             down the shade.  She crouches behind the teacher's desk and 
             pulls the chair down to her, laying it on its side.

                                       BENNY
                                (cattily, to herself)
                            'Ooh, make me a woman, Jeffrey... 
                            oh, Jeffrey, you're so atheletical... 
                            I love you...'

             She slams her elbow down on the chair leg -- very controlled, 
             efficient motion -- and snaps it off.  Looks around to see if 
             anyone is around to hear as she picks up the leg, now a weapon.

             She goes softly to the door, peers cautiously out.

             CLOSEUP - BUFFY

             Looking out.  Amilyn's face appears right next to her, also 
             looking out.

                                       AMILYN
                            All clear?

             Buffy screams, turns, and Amilyn decks her, sends her flying 
             back into the classroom.  The stake flies out of her hand.  It 
             lands on a desk by the window.

             Buffy does not land nearly as well, crashing into a pile of 
             desks and twisting her leg badly.  Amilyn laughs repulsively, 
             advancing.

                                       AMILYN
                            Pleased to meet you!  Won't you 
                            guess my --
                                (kicks her hard)
                            -- name?

                                       BUFFY
                                (defiantly, through the 
                                pain)
                            It wouldn't be 'Dick,' would it?

             He kicks her again.

                                       BUFFY
                                (continuing)
                            'Lefty'?

                                       AMILYN
                            You're a fool, bloodbag.  Die a 
                            fool and go to hell!

             He grabs her by the neck with his one arm and pins her against 
             the wall in the corner.  She reaches for the stake but it is 
             just out of reach.  He is squeezing the life out of her, his 
             face inches from hers.

                                       AMILYN
                                (continuing)
                            The chosen one.  You're just another 
                            bloodbag -- not even fit to die for 
                            the Master.  When will you ever 
                            learn?

             Buffy looks about for succor.

             ANGLE - THE WINDOW SHADE

             Buffy eyes the bottom of the shade, the pull dangling aimlessly.

                                       BUFFY
                                (with difficulty)
                            I do know... one thing...

                                       AMILYN
                            What?

                                       BUFFY
                            I know... what time sunrise is.

             She pulls down hard on the shade pull and lets go.

                                       AMILYN
                            No!

             He turns in horror, letting go of Buffy, trying to catch the 
             shade.  The instant he releases her, Buffy grabs the stake and 
             in one swift motion, buries it in Amilyn's back.

             The shade goes up, flapping loudly as it spins.  It is still 
             pitch black out.  Amilyn stare, wide-eyed and silent, at the 
             night as he dies.

                                       BUFFY
                            It's in about four hours, Dick.

             Amilyn spins, dying rage in his eyes.  He grabs her.  His 
             strength is formidable even as his body begins to smoke.  
             Suddenly screaming, he forces her over suddenly with such power 
             that the two of them go crashing through the floorboards.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - SAME TIME

             The two of them fall through the ceiling directly into the 
             blood pool.

             Amilyn's body surfaces first, now just a husk.

             Buffy pops up from the waist-deep blood, soaked and wounded.  
             She stays a moment, breathing hard.  Suddenly her eyes go wide.

                                       BUFFY
                            Oh, god, no... not yet...

             Lothos rises from the pool, smiling.  Buffy is clearly paralyzed 
             by fear.

                                       LOTHOS
                            I knew you'd come.

             He moves toward her.

                                       LOTHOS
                                (continuing)
                            You knew it, too, didn't you?  All 
                            your life, dreaming... waiting to 
                            feed me.

             Buffy is suddenly galvanized into action.  She throws a few 
             punches at Lothos, but he takes them without flinching.  She 
             grabs at the stake in what remains of Amilyn's chest.  Lightning 
             quick, Lothos closes his hand around her and squeezes till the 
             stake splinters and she screams with pain.  He knocks her back 
             on her ass.

             She starts moving backward, away from him, but it is hard enough 
             for her to make her way through the thick gore.  Lothos 
             contemplates Amilyn's corpse, and his face darkens.

                                       LOTHOS
                                (continuing)
                            Ah, my fool is dead.  He was 
                            careless, always.  Still, I'll pull 
                            out your tongue for that.
                                (coming toward her)
                            Don't you understand?  I've killed 
                            you a dozen times.  Your life is 
                            not a blink of my eye, not a single 
                            breath.  I have lived in the shadows, 
                            in the pulsing filth behind men's 
                            eyes.  A thousand years, and more.  
                            I have conversed with the worms 
                            that fed on my corpse and I have 
                            bathed in the blood of emperors.

                                       BUFFY
                                (breaking the spell)
                            Have you ever thrown up in the front 
                            row of a Richard Marx concert?

                                       LOTHOS
                            What?

             And she is up, turning to run.  He is thrown momentarily by 
             her insolence.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - THE BOILER ROOM - SAME TIME

             But he is on her the moment she emerges from the chamber, 
             grabbing her by the hair and throwing her to the ground.

                                       LOTHOS
                            You waste time.  That is a sin.

             He kneels over her prostrate body.  She is reaching frantically 
             into her purse.  He runs his hand along her body, a gesture 
             both lustful and disdainful.

                                       LOTHOS
                                (continuing)
                            You're even weaker than the others.

                                       BUFFY
                            I think you've forgotten something.

             She pulls out a small cross, holds it in front of him.  He 
             snarls at it, then grabs it, his hand around her.  The cross 
             bursts into flame.  He holds her hand onto it.

                                       LOTHOS
                            This?  This is you only weapon?  
                            Your puny faith?

                                       BUFFY
                            No...

             With her other hand, Buffy holds up her hair spray.

                                       BUFFY
                                (continuing)
                            ... my keen fashion sense.

             She squeezes it at him, the spray catching fire form the cross 
             and whooshes a jet of flame right into his face.  He screams, 
             letting her go and backing up.  Hey, his head is on fire!

             Buffy turns and hobbles away.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - SAME TIME

             Lothos stumbles about, head all aflame, till he finally pitches 
             into the pool.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - HALL - SAME TIME

             Buffy comes out of the boiler room and hobbles along, moving 
             as fast as she can.

                                       BUFFY
                            This is the suckiest party I have 
                            ever been to.  It's not even a 
                            contest.

             She reaches a locked door that says "Gymnasium -- Authorized 
             Personnel Only".  Puts her shoulder to it.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - CLOSEUP ON LOTHOS - SAME TIME

             As he pulls himself out of the pool, we are treated to a good 
             look at his new head.  It is charred and torn almost beyond 
             recognition.  It is so inhuman looking, that we are almost 
             surprised when it screams!

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - HALL - SAME TIME

             The SCREAM fills the hall.  Buffy is still working on the heavy 
             metal door.  She turns, wide-eyed, at the SOUND.

                                       BUFFY
                            Oops.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - LOTHOS' POV - SAME TIME

             We TRACK rapidly through the cave, through the boiler room, 
             the hall.  We're moving much too fast to be running.

                                                                    CUT TO:

             INT. GYM - SAME TIME

             Buffy pulls herself up through a trap door in the corner.  
             Everything stops.  For a moment there is silence.

             Buffy gets shakily up.

                                       KIMBERLY
                            Don't let her in!  Don't let her 
                            in!

             Pike and the others see her.  Pike and Andy run to her to help.

                                       KIMBERLY
                                (continuing)
                            They'll kill us!  Get her out!

             Gary Murray stops in front of Kimberly, takes her face in his 
             hand and lightly pops the back of her head against the wall.  
             Cross-eyed, she slides back down into comatic silence.

                                       PIKE
                            Are you okay?

                                       BUFFY
                            Get away from me!

             She pushes them away.  Lothos crashes through the trap door 
             behind her, ugly and crazed.  He picks her up, floating a good 
             two feet off the ground.

                                       LOTHOS
                            You bitch!

             He hurls her the length of the room.  She hits a locker, which 
             opens, spilling out someone's notebook.  The binder falls open, 
             inside it is a plastic pen case with pens and pencils within.

             Buffy looks, by this time, like shit.  She props herself up as 
             best she can, looks about her.  There is nothing wooden, nothing 
             sharp, within reach.

                                       LOTHOS
                                (continuing)
                            You would challenge me?

             Andy charges Lothos from behind.  Pike tries to stop him, but 
             is too late, as Lothos grabs him by the face without even 
             looking at him.

                                       LOTHOS
                                (continuing; to Buffy)
                            I'll rip the flesh from your stinking 
                            bones!

             Squeeze Andy's head until we hear something crack.  Lets him 
             drop.  Looks around at the cowed students.

                                       LOTHOS
                                (continuing)
                            I am a God!  A God!

                                       BUFFY
                            I am so sure.

             Lothos roars.  Furious, he charges Buffy, his feet just skimming 
             the ground, racing toward her, violently fast, upon her...

             She spins, on her feet in a flash, one quick motion.  She 
             thrusts her palm forward and stops him, cold, like Superman 
             stopping a train, palm at his chest.

             Silence.  Buffy looks directly into his eyes, the mad rictus 
             of his face.

             Lothos stops, almost wide-eyed, as he looks down at his chest.

             Sticking out of the middle of his chest is a small eraser, and 
             a #2.

             He steps back, staring at Buffy.  The expression on his horrible 
             face seems to have changed to one almost of respect.  Her look 
             is unfathomable.

             Lothos smiles, graciously.

                                       LOTHOS
                            It doesn't... hurt... as much as I 
                            had imagined.

             He falls gently to the ground.  He's dust before he hits it.

             Silence.  One by one the vampires, stricken, slip out into the 
             night.

             ANGLE - PIKE

             Kneeling by Andy's body.  He gets up, and walks toward what's 
             left of Lothos, warily keeping his eye on the spot.  In the 
             background we see Gary Murray, running out after a vampire.

                                       GARY MURRAY
                            Just a minute, you!  I'm not finished 
                            with you!

             Pike kneels by the pile of dust with a pencil in it.

             Everybody is looking at Buffy.  She stares back at the students 
             who cast her out.  Turns and walks out.  Pike follows her.

                                                               DISSOLVE TO:

             EXT. THE SCHOOL - EARLY MORNING

             We see the direct aftermath; the gym, police cars, people 
             helping the wounded.  Over this is the voice of a reporter.

                                       REPORTER (V.O.)
                            The death toll now reaches twelve 
                            and a half in the tragedy of Hemery 
                            High School.  It was at the Senior 
                            Prom five days ago that the school 
                            was beset by a roving gang of crack-
                            crazed gunmen.  Survivors say some 
                            two hundred of the ruffians laid 
                            the school gym under a kind of siege, 
                            claiming several lives in the 
                            process.  Said one administrator, 
                            'Things here will never be the same.'

                                                                    CUT TO:

             EXT. CAMPUS - DAY

             Students walk, holding their books talking.

                                                                    CUT TO:

             INT. THE CLASSROOMS - DAY

             Students passing notes, yawning, falling asleep.

                                                                    CUT TO:

             INT. THE MALL - DAY

             Students window shopping, sucking on slurpies, laughing.

                                                               DISSOLVE TO:

             ANGLE - A POOL

             SHOT FROM ABOVE, the blue water FILLING THE SCREEN.  Kimberly 
             dives gracefully into it, comes up on the other side.

             EXT. KIMBERLY'S BACKYARD - DAY

             Kim climbs out and joins Jeffrey, Jennifer and a boy and girl 
             we don't know.  They are all in bathing gear, with fluorescent 
             zinc on their noses.

                                       JENNIFER
                            She was even crazier after that.  I 
                            mean it, you wouldn't even have 
                            recognized her.

                                       KIMBERLY
                            Buffy?

             Jennifer nods.  Kimberly wrinkles her nose in distaste.

                                       JENNIFER
                            She didn't even hardly talk to anyone 
                            in school.  All year.  She didn't 
                            even go to the prom.

                                       JEFFREY
                            I heard she got straight A's.

             Jennifer glares at him.

                                       JEFFREY
                                (continuing)
                            That's what I heard.

                                       KIMBERLY
                            The worst is, her parents -- this 
                            is true -- her parents were gonna 
                            send her to the Bahamas for 
                            graduation, and she refused.  True 
                            story.  She said she didn't want to 
                            go.  It is to vomit.

                                       BOY
                            Well, where is she now?

                                                                    CUT TO:

             EXT. A COURTYARD - LATE EVENING

             Buffy and Pike are walking up the elaborate stone drive toward 
             us.  We can't really tell where they are, but there are trees, 
             hills in the background.

             Buffy leads the way.  She is confident, at ease.  She wears a 
             large old sports jacket, a baseball cap pulled backward.  Skirt 
             and sneakers.  Casual, cool, but disarming.  She carries a 
             knapsack.

                                       PIKE
                            I didn't say it was a bad idea, I 
                            just said the timing was off.  We 
                            could maybe wait till later.

                                       BUFFY
                            Don't be such a fraidy-cat.

                                       PIKE
                            Who's afraid?  Besides me, I mean.

                                       BUFFY
                            We've come all this way.  We just 
                            have to check it out.  I got a hunch.

                                       PIKE
                            You're the boss, boss.  I just 
                            thought maybe we should wait.

             Buffy stops at a large, elaborately carved door.  She turns to 
             Pike.

                                       BUFFY
                            Trust me.

             ANGLE - DOOR KNOCKER

             Buffy grabs the large metal knocker, ringed through a gargoyle's 
             mouth.

             And on the boom of the knocker, we see:

             WIDER ANGLE - THE CASTLE

             The castle.  Archetypal, turreted, terrifying.  Standing lonely 
             on the craggy hill, drenched in the light of the rising moon.

                                                                 BLACK OUT.

                                        THE END