Written by: Steven S. DeKnight

Directed by: James A. Contner

Buffy smiles despite herself. Then-

He drinks her in, his eyes moving hungrily over her.

Buffy's face clouds.

She roots around under the rug, ignoring him.

She's stopped by the actual sincerity of that.

He's got her there. She doesn't answer. Spike grins slightly. Produces a pair of handcuffs, dangles them from a finger.

INT. UNDERGROUND LAIR - MAIN ROOM - NIGHT

The Evil Trio has relocated to a brand spanking new lair - - which pretty much looks like their last one. Basic underground concrete affair, with several connecting rooms used for separate sleeping quarters.

All their previous evil lair stuff lays scattered about, most of it still in hastily packed boxes. Warren is in the background, hunched over an electronics work bench. Andrew and Jonathan are unpacking. Andrew snatches an LP of Frampton Comes Alive out of Jonathan's hand.

Jonathan takes his magic bone out of a box, dusts it off.

Jonathan jabs an open box of Andrew's stuff teetering on a stack. Crash.

A tussle breaks out.

They freeze, Andrew having Jonathan in a headlock.

Warren slips on a pair of ultra-hip sunglasses. A small metallic sphere half the size of a baseball is suspended by thin metal clamps on Warren's workbench.

They slip on matching sunglasses, argument forgotten.

Andrew pulls a zip-lock baggy from his shirt pocket. Inside is a small, moist, prune-like object.

He cracks the seal. They all recoil at the stench.

Jonathan dumps the gland into his hand, trying not to gag.

Andrew and Warren move away from the Cerebral Dampener. Jonathan fishes a vial of yellow powder from his pocket, pops the cork with his teeth, spits it out. He sprinkles the powder over the gland, chanting.

The gland erupts in a whirling pillar of energy. It arcs up and slams down into the Cerebral Dampener. A brilliant white flash explodes, blowing the Trio's hair back. The light dims. The Dampener rests in its cradle, humming with power. Jonathan grimaces, his hand smoking.

Warren removes his glasses, smiles evilly.

He removes it from its cradle, holds it in his palm.

The customer moves off, eyeing Buffy strangely. Gina's also staring.

Tara rushes up.

Buffy takes her hat off, starts to move off.

She disappears into the back with Tara.

INT. DOUBLEMEAT PALACE - BACK ROOM - DAY

Tara sits at the break table, eyeing the motivational posters. "DEDICATION". "PRODUCTIVITY." "COOPERATION."

Buffy hands her a soda.

The subject's too difficult.

Buffy's absently rubbing her wrists. Handcuff action ahoy.

She realizes she's rubbing her wrists, stops.

Tara is stunned - and shaken by the possibility.

Buffy's face is a swirl of fear and pain.

INT. TRIO'S VAN - NIGHT

Video monitors display the exterior of a restaurant and the surrounding street. Jonathan and Andrew are huddled in front of a monitor displaying nothing but static.

Andrew twists a knob. The static clears. We're seeing a live feed from inside the restaurant. The image jiggles, as if from a handheld camera.

He leans in, clicks on a microphone.

Jonathan glares, goes back to the mic.

INT. RESTAURANT NIGHT

Warren, suavely dressed in a hip suit, holds a finger to a small receiver/tranceiver in his ear.

Warren straightens his tie.

TIGHT ON TIE TACK

which conceals a tiny camera. The lens makes an almost imperceptible WHIRL as it auto-focuses.

ON WARREN

as he moves through the restaurant like Dean Martin gliding through a casino.

INT. TRIO'S VAN - CONTINUOUS - NIGHT

Jonathan and Andrew stare in awe at the monitor as Warren sweeps through the restaurant, focusing in on a succession of BEAUTIFUL WOMEN.

INT. RESTAURANT - CONTINUOUS - NIGHT

Warren pauses, scanning the bar. Jonathan and Andrew argue in his earpiece.

SOUNDS OF A SCUFFLE break out.

Warren spots a pretty brunette drinking alone at the end of the bar. It's Katrina, his ex-girlfriend from "I Was Made To Love You." He grins coolly.

INT. TRIO'S VAN - CONTINUOUS - NIGHT

Jonathan has Andrew in a headlock. They whip their eyes to the monitor as Warren closes in on Katrina.

INT. RESTAURANT - CONTINUOUS - NIGHT

Warren is passing a buxom girl in a red leather mini skirt.

Warren takes his earpiece out and drops it in a half-finished drink on a table as he passes. It sparks, shorting out.

INT TRIO'S VAN - CONTINUOUS - NIGHT

The speakers whine with DEAFENING FEEDBACK. Andrew and Jonathan clutch their ears.

INT. RESTAURANT - CONTINUOUS - NIGHT

Katrina is sipping her drink.

Katrina laughs.

She turns, spots Warren sliding onto the stool next to her. Her face hardens.

He holds a hundred dollar bill coolly between his fingers, indicates for the bartender to refresh her drink.

Warren laughs it off.

Katrina covers her drink, stopping the bartender from freshening it.

Warren's cool demeanor falters.

Warren's face goes cold. He slips on his sunglasses.

Warren opens his palm. The Cerebral Dampener flashes once. Katrina's eyes go blank and an odd little smile seizes her face. She's been totally whammied.

Warren smiles vindictively.

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

Buffy drags herself through the front door, exhausted.

She freezes, stunned. Xander and Dawn are waltzing in the living room. Anya and Willow are on the couch.

Xander dips her grandly. Dawn giggles, loving it.

A car HORN honks from outside.

Dawn grabs a sleeping bag by the door.

The car HONKS again. Dawn shrugs a half-hearted apology.

Dawn rushes out. The guilt of not being around for Dawn crushes down on her.

INT. UNDEGROUND LAIR - MAIN ROOM - NIGHT

TIGHT ON a glass being filled with champagne. PULL BACK to reveal Katrina in a classic French Maid outfit, complete with fishnet stockings and stiletto heels. She finishes filling Andrew, Jonathan, and Warren's glasses.

She stands there with her blank eyes and odd little smile, waiting for her next command. Jonathan and Andrew stare in awe.

Jonathan toys with the Cerebral Dampener.

Warren hoists his glass.

They drink. Andrew sputters and chokes from the champagne.

Jonathan circles around Katrina, admiring her assets.

A beat. Andrew and Jonathan bust out in nervous, excited giggles.

Andrew is seized by a big goofy grin.

Warren drapes an arm around her.

INT. UNDERGROUND LAIR - WARREN'S ROOM - NIGHT

Half unpacked. Electronic equipment and bizarre, unfinished mechanical devices litter the room. There's also a happenin' red velvet bed and a lava lamp.

WHAM! Warren is slammed against a wall as Katrina kisses him hard. Her eyes are still blank, but her lips are working just fine. Warren devours her hungrily.

And so she does. Warren shudders in ecstasy.

Her hands roam over his body as they kiss.

The action heats up as his hands explore her body.

He pulls back, breathing hard, taking her in. His face goes deadly cold.

He grins as she starts to kneel down in front of him -- then his eyes narrow. Wait a second...

Katrina blinks in confusion, The whammy has worn off. Her face darkens as she realizes what she's wearing -- and who's standing over her.

INT. UNDERGROUND LAIR - MAIN ROOM - NIGHT

BOOM! Warren is thrown out of his room. He hits the floor hard, landing in a heap. Katrina storms over to him, breathing fire. Jonathan and Andrew, whacking each other with toy lightsabres, freeze in mid-bonk.

Jonathan and Andrew quickly scramble to find the Dampener.

Katrina turns her wrath on Warren as he fumbles to get his anti-whammy sunglasses on.

Katrina whips her eyes back to Andrew. He has his sunglasses on.

He triumphantly thrusts the Cerebral Dampener out in his palm. Jonathan, not wearing his sunglasses, throws an arm up to protect his eyes.

The Dampener sputters weakly, shuts down. BLOOP! Out of gas.

Jonathan and Andrew are stunned by that bit of information.

She turns on them.

Katrina's crying now, humiliation and anger mixing in equal measure.

She starts for the stairs.

Andrew grabs her, totally terrified.

A struggle breaks out. Jonathan tries to help him. WHAM! She elbows Andrew in the face. He crashes back, his nose bleeding. POW! She knees Jonathan in the crotch. He gasps, sinking to his knees.

She turns for the stairs and WHAM! Warren's on her. She scratches at his eyes. He yelps, releasing her. She scrambles for the stairs. Warren frantically grabs the champagne bottle and smashes her in the back of the head.

Katrina tumbles forward, landing hard on the concrete stairs. She doesn't move. A long beat of silence, punctuated only by the labored breathing of the boys.

Andrew goes to Katrina.

They turn to look at him. He's kneeling over Katrina, his face ashen.

Warren looks up, stunned and shaken.

Warren stands, trying to pull it together.

Jonathan starts to cry, losing it.

He grabs Warren. Warren viciously slams him against a wall, gets in his face.

Andrew goes quiet, silently sobbing. Warren lets go of Jonathan. He stares at the body of the woman he once loved, shaken to the core, desperately trying to keep it together.

Andrew doesn't respond.

Andrew looks up, dazed

Andrew stares blankly at the body.

Warren becomes deadly calm.

Warren's eyes narrow, an idea forming.

INT. BRONZE - NIGHT

Xander and Anya are tearing up the dance floor with some spastic retro Swing action. Buffy and Willow watch slack- jawed from a nearby table.

Buffy's guilt bubbles up.

Xander and Anya twirl up, laughing, completely in love.

Willow rises

She holds up her empty glass, forces a smile.

They move out onto the dance floor. Buffy watches them go, her smile fading.

INT. BRONZE - BAR - NIGHT

Buffy wanders near the bar, on auto pilot, totally disconnected from her surroundings. She sets her empty glass on the bar and drifts away.

INT. BRONZE - BALCONY - NIGHT

Buffy drifts up the stairs to the balcony, which is nearly empty. She wanders to the center of the balcony, shrouded in shadows. She looks down at her friends enjoying life, unable to feel a part of it.

Spike appears out of the shadows. Buffy doesn't turn around as he slides in close behind her.

His hand moves down her body.

She doesn't. His overcoat swings in, obscuring the action as he gets her skirt up. Her breathing quickens. She gasps. Spike moans, his face consumed in the moment. Buffy grips he railing, her knuckles white.

She sees Xander, Anya, and Willow down on the main floor, dancing and laughing, totally oblivious. She closes her eyes, unable to look at them.

Buffy opens her eyes. Spike continues moving rhythmically behind her, his breath hot on her neck.

Buffy's face is wracked by guilt, but she doesn't move away -- or close her eyes.

OMITTED

OMITTED

EXT. MAGIC BOX - DAY (DAY 3).

Xander and Willow are walking up to the shop. Xander grimaces, his hand to his side.

Willow opens the door. Tara is just coming out, a large magical text in her hand.

Xander zips in, making himself scarce.

She eyes the Grimore in Tara's hand.

Tara moves the book behind her back.

Tara knows Willow's really talking about her.

Tara starts to walk off, pauses, turns back.

There's so much more to say, but it's still too soon. Tara settles for an encouraging smile, heads off. Willow watches her go, barely holding the tears in.

EXT. CEMETERY - NIGHT

Buffy moves past the gravestones, a stake dangling absently in her hand. Her mind is a million miles away. Slowly, unconsciously, she heads for Spike's crypt.

INT. SPIKE'S CRYPT - CONTINOUS - NIGHT

Spike, his shirt open, fires up a cigarette. Pours himself a glass of blood. Crumples up some Burba Weed in it. Raises it to his lips. Re pauses, sensing something. His eyes drift to the door. A smile bends his lips. He can feel Buffy approaching.

He drifts over to the door. His breathing quickens in anticipation. He can sense her on the other side.

EXT. SPIKE'S CRYPT - CONTINUOUS - NIGHT

Buffy is at Spike's door, her own face filled with the same anticipation. She can feel Spike on the other side, like an animal sensing its mate.

INT. SPIKE'S CRYPT - CONTINUOUS - NIGHT

Spike opens the door, a wry smile bending his lips.

EXT. SPIKE'S CRYPT - CONTINUOUS - NIGHT

Spike's smile falters. Buffy is gone. He stands there, peering into the night, alone.

EXT. EDGE OF WOODS - NEAR CEMETERY - NIGHT

Buffy is walking quickly away, determined to avoid Spike at all costs this time.

A woman's SCREAM splits the air. Buffy snaps into Slayer mode, relieved to have a distraction.

She spots a tall, skeletal RWASUNDI DEMON gliding across the ground, only its deformed hands visible under tattered robes and impenetrable hood as it chases Katrina. We just get a quick glimpse of Katrina from behind. She's wearing the same clothes from the restaurant -- and is very much alive.

Buffy sprints after them. She's right on the demon's tail as it chases Katrina into the woods. Buffy launches herself at the demon's back.

Buffy crosses the threshold of the woods and WHAM! She crashes to the ground. The demon and the girl are gone. She looks around confused.

She turns, freezes. The edge of the woods is gone. Nothing but trees as far as the eye can see.

The sound of a WOMAN SOBBING behind her. Buffy turns and WHAM! She's now standing in the center of a:

LARGE CLEARING

Semicircle of trees behind her, marked by a crumbling wooden fence. Grassy expanse in front, dropping off in a steep embankment. Katrina is on the ground near the edge. She's sobbing, her hair obscuring her face.

She reaches for her, about to touch her.

Buffy whips her head around. WHAM! She's not in the clearing anymore. She's deep in the WOODS again. The creepy voice keeps moving, multiplying.

The voices increase in volume, rapidly becoming a deafening roar. Buffy grabs her head in pain.

WHAM! She's in the CLEARING again. Spike is sprawled on the ground in front of her, his lip bleeding.

WHAM! She's in the CLEARING, in the MIDDLE OF A FIGHT with three Rwasundi demons. Katrina is on the ground by the embankment crying. Spike, in vamp mode, snaps one of the demon's necks.

She snaps her head around just as a demon connects to her jaw.

WHAM! She's ALONE in the CLEARING. Her eyes dart around, her face slick with sweat, totally disoriented. A shadow moves. She tenses. It's Spike.

WHAM! Buffy is in the middle of the DEMON FIGHT. She throws a punch.

WHAM! She's ALONE with Spike -- but still throwing the punch. Spike goes down, his lip bleeding.

Katrina stumbles in across the clearing, collapsing to the ground near the embankment, sobbing. The air suddenly VIBRATES as three Rwasundi demons solidify on our temporal plane.

The demons attack. It's your typical kung-fu slug fest -- except Buffy keeps jumping around in time. She swings at a demon -- no, she's getting hit by a demon - no, she's alone -- no, she just snapped a demon's spine.

Buffy snaps back into normal time in the middle of the fight. She stands there, totally disoriented. One demon is dead. Vamp-face Spike is just snapping the neck of another.

She snaps her head around just as a demon connects to her jaw. She takes a couple of hits, kicks it back. Something grabs her arm. She swings back and WHAM! It was Katrina. She reels from Buffy's blow, tumbling down the embankment.

Buffy's eyes go wide with shock. The demon she was fighting swoops in behind her. Spike slams it back at the last second. Buffy doesn't even notice. She disappears down the embankment, scrambling after Katrina. Spike starts after her.

The demon tackles Spike to the ground, scrambles on top of him, hissing.

POW! Spike punches clean through its chest, his fist tent- poling the back of the demon's robe. He rolls it off of him, scrambles after Buffy.

EXT. WOODS - BOTTOM OF EMBANKMENT - NIGHT

Spike rushes down. Katrina is laying at the bottom of the embankment, face down. Buffy is kneeling over her. Spike rushes up.

He freezes as she looks up. Her face is constricted by shock and guilt.

ANGLE ON WOODS

There's something in the shadows, watching Buffy. It's another Katrina, dressed exactly the same as the one on the ground.

Spike grabs her, forcibly dragging her away from the body.

EXT. EDGE OF WOODS - NEAR CEMETERY - NIGHT

Spike pulls Buffy out of the woods. She's totally shell- shocked. Spike whips his eyes around, making sure the coast is clear.

He grabs her hard. She stares at him, in a daze.

INT. TRIO'S VAN - NIGHT

A SURVEILLANCE MONITOR displays a TIGHT SHOT of Buffy's devastated face as Spike tries to calm her at the edge of the woods.

ON SCENE

Warren and Andrew's faces are illuminated by the monitors. Warren grins in cold satisfaction.

The van door opens. Warren tenses -- it's the Katrina that was watching Buffy She climbs in, tears streaking her dirty cheeks, her face bruised from where Buffy struck her.

She shimmers, her appearance wavering. She transforms into Jonathan - - it was just a glamor. But the tears and bruises are real.

INT. BUFFY'S HOUSE - BUFFY'S BEDROOM - NIGHT

Buffy is curled up under the blankets, sleeping fitfully.

He moves in close behind her, naked under the blankets. She gasps awake, her face strained with fear and guilt.

He kisses her neck, softly, gently. She shudders, pulling him close. She kisses him, searching for solace. Her kisses become hard and hungry as she rolls on top of him.

INT. SPIKE'S CRYPT - DOWNSTAIRS - NIGHT

Buffy straddles Spike on his bed, her face quickly giving way to animal passion. Her hands sensually run up his arms - and we see that Spike's hands are cuffed over his head. Spike's expression betrays both pleasure and pain...

EXT. CLEARING - NIGHT

Just a quick flash. Buffy violently strikes a shadowy attacker in the woods. We can't make out who it is.

EXT. WOODS - BOTTOM OF EMBANKMENT - CONTINUOUS - NIGHT

Now Buffy is straddling Katrina, who is in the same position as Spike was on his bed. She roughly handcuffs Katrina's hands above her head. Katrina's expression betrays both pleasure and pain...

INT. SPIKE'S CRYPT - DOWNSTAIRS - CONTINUOUS

Quick flash. Spike and Buffy are on the floor amid the wreckage of their love-making They're going at it again, rough and hot.

EXT. CLEARING - NIGHT

Quick flash. Buffy lashes out again. Hits someone. This time we see that it's KATRINA - who goes flying from the brutal blow.

INT. SPIKE'S CRYPT - DOWNSTAIRS - NIGHT

Buffy's on top of Spike, who lies in the exact position Katrina did when Buffy discovered that she killed her. Buffy has a stake raised in her hand. She swings it hard down on Spike's chest.

EXT. WOODS - BOTTOM OF EMBANKMENT - NIGHT

Katrina lies on the ground in the exact position she was in when Buffy discovered that she killed her - a stake protruding from her chest. Her dead, cloudy eyes SMASH open.

OMITTED

INT. BUFFY'S HOUSE - BUFFY'S BEDROOM - NIGHT

Buffy's eyes crash open with a start. She gasps for air, the nightmare fresh in her throat.

INT. BUFFY'S HOUSE - DAWN'S BEDROOM - NIGHT

Dawn is asleep in her bed. Buffy, now dressed, sits down next to her. She stares at Dawn's peaceful face, her guilt increasing exponentially.

She reaches out, brushes a stray lock of hair from Dawn's face. Dawn's eyes flutter open. She smiles at Buffy, still half asleep.

Dawn notices the strained look on Buffy's face.

Buffy's barely holding in the tears, which doesn't go unnoticed by Dawn. Fear creeps into her voice.

She looks at Dawn, her face full of regret.

Dawn hugs her close, trying to console her.

Dawn rushes out of the room.

INT. BUFFY'S HOUSE - UPSTAIRS HALLWAY - CONTINUOUS

Buffy comes out into the hallway, but Dawn's already halfway down the stairs. Willow pokes her head out of her room, thick with sleep.

Buffy turns and leaves. Willow watches her go, concern creasing her sleepy face.

EXT. STREET - NIGHT

Buffy drifts down the street, a living ghost, her face constricted by remorse, She pauses, her eyes locking on her goal up ahead: the police station. A look of near-calm washes over her. She starts for the station entrance, resolved -- and relieved.

Spike has stepped out of an alley behind her. She pauses but doesn't turn to face him.

She starts walking again. WHAM! Spike grabs her from behind and throws her into the alley.

EXT. ALLEY BY POLICE STATION - NIGHT

Buffy lands hard on the ground.

Buffy's face turn from remorse to horror -- and anger.

ANGLE ON POLICE STATION

as two COPS race out and get into their car.

ON SPIKE

He grimaces, kicking himself.

She starts for the street. Spike blocks her path.

That only adds to her guilt.

WHAM! She clocks him. He flies back a good ten feet, lands in a sprawl amid the garbage cans.

She starts to leave. WHAM! Spike is suddenly behind her, VAMPED. He flings her back into the alley. She lands hard. Spike advances.

She screams, her guilt and rage exploding as she attacks him. No cool Slayer moves here, just a vicious primal beating. Spike counters as best he can -- but isn't hitting back.

She lays into him, hard and ugly.

WHAM! A devastating blow sends him crashing back. She's on top of him before he can get up. She pounds on him mercilessly.

She brings her fist down hard again and again and again. She suddenly stops, realizing what she's doing. Spike, his face now human, is a bloody mess. We haven't seen him this beaten down since Glory had a go at him. He sputters blood, barely conscious.

Buffy stumbles back, shaken to the core. She gets her bearings, heads out of the alley. Spike desperately tries to get up to stop her, can't.

INT. POLICE STATION - NIGHT

Buffy enters through the front door, blinks at the harsh fluorescent lights. The sounds of people and phones assault her. She spots the DESK SERGEANT on the phone.

Another line on his phone rings.

Buffy stands there, small and scared in this frightfully human arena.

Buffy's eyes jerk over to the Sergeant. Body? He grabs a pen to jot down the information.

Buffy's eyes go wide with recognition.

FLASHBACK

to when Buffy met Katrina in "I was Made to Love You." Katrina's yelling at Warren.

POLICE STATION

Buffy is starting to put it together.

The Sergeant hangs up the phone, turns to Buffy

The door swings shut. Buffy is gone.

INT. MAGIC BOX - DAY

Buffy, ragged and weary, has assembled with the gang. Dawn sits on the stairs, apart from the group. Xander scans the Sunnydale newspaper.

Anya appears with a musty tome.

She shows Buffy an etching of the Rwasundi demon.

Buffy goes to stroke Dawn's hair. Dawn pulls away, disappearing into the training room. Buffy is deeply hurt, but doesn't move to follow here

INT. UNDERGROUND LAIR - MAIN ROOM - NIGHT

Warren works a computer terminal. Confidential Sunnydale Police Department files on Katrina's death fill the screen.

Warren shrugs, not that concerned.

A creepy smile bends Andrew's lips. He's definitely warmed up to the idea. Jonathan eyes Andrew and Warren uncomfortably. He's starting to realize just how deep he's in it now.

INT. BUFFY'S HOUSE - LIVING ROOM - NIGHT

Tara is on the sofa, the Brekezikrieg Grimore beside her. Buffy sits across from her on the edge of the coffee table.

Buffy struggles with the news.

Tara's shocked by the intensity of that.

Buffy starts to cry, the emotions she's been desperately holding in finally spilling out.

Buffy's shame is overwhelming. She can't even look at Tara. Tara starts to understand.

Buffy, still sobbing, looks at Tara as if she can't even comprehend the question. It clearly has made it worse.

She collapses to her knees. Tara puts her hand on Buffy's head, and Buffy lowers it into Tara's lap, sobbing still.

We hold on the tableau: Buffy, confessing.