Transcriber's Notes:
*I do not own the characters or situations of BTVS, and I claim no credit for the content of this episode. I have merely transcribed what appeared on my screen, with help from the closed captions.
*I prefer that you link to this transcript on the Psyche site rather than post it on your site, but you can post it on your site if you want, as long as you keep my name and email address on it. Please also keep my disclaimers intact.
*You can use my transcripts in your fanfiction stories; you don't have to ask my permission. (However, if you use large portions of episode dialogue in your fanfic, I recommend you give credit to the person who wrote the episode.)
*I apologize in advance for my lame transcription of the fight scenes. I don't know the names of different punches and kicks. Use your imagination.

Teaser

GILES VOICEOVER: Previously on Buffy the Vampire Slayer...
Sandy rubbing Riley's chest.
Sandy leaning in to bite Riley. He thrusts her away and she crumbles to dust.
DREG: This dark spell I hold in my worthless hand is our gift to you, Glorificus...
GLORY: (trying on a shoe) Please, call me Glory.
TARA: What if she's something else altogether?
GILES: Something new, you mean?
TARA: (shakes head) Something old. So old it pre-dates the written word.
Glory in the warehouse with the tied-up monk.
SECURITY GUARD: Lady, whatever you are, please ... I have two daughters.
Glory screaming and putting her hands on the security guard's head. Light streams out of his eyes and mouth. Glory makes a pained face.
The guard slumping to the floor with Glory on top of him.
Monk talking to Buffy.
MONK: The key ... is energy. My brethren sent it to you.
BUFFY VOICEOVER: Dawn.
GILES: She has no idea.
BUFFY: No. She thinks she's my kid sister.
Buffy putting her arm around Dawn in the hospital, drawing Dawn's head onto her shoulder.
BUFFY VOICEOVER: I have to take care of her.
Joyce in the CAT scan machine.
DOCTOR: Your mother has ... low-grade glioma. It's a brain tumor.
Buffy reacting.

Episode begins: A tray of hospital food. A hand picks up a piece of green Jello. Pull back to discover Joyce and Dawn sitting in the hospital bed while Buffy sits beside the bed. Joyce has a bandage on her forehead. Dawn is eating green Jello with her fingers.
JOYCE: Listen you two, I know this creamed spinach is pretty delicious, but I promise, I won't be offended if you go out for some real food.
BUFFY: You kidding me? This is the good life. Relaxing in bed while people bring you food on trays.
DAWN: (licking fingers) I like the Jello.
JOYCE: (laughs) Help yourself. There's something about food that moves by itself that gives me the heebie-jeebies.
DAWN: It's good and wiggly. (speaks with mouth full) This girl at school told me that gelatin is made from ground-up cow's feet, and that if you eat Jello there's some cows out limping with no feet.

Joyce and Buffy grimace.

DAWN: But I told her I'm sure they kill 'em before they take off their feet. (Suddenly nervous) Right?
BUFFY: (to Joyce) You're the one who insisted on teaching her to talk.

A doctor enters.

JOYCE: Oh, hello, Dr. Kriegel, um, you know my girls, (gestures to them) Buffy and Dawn.
DR. KRIEGEL: Yes, of course. You two are becoming part of the regular crew around here.
BUFFY: Just keeping her company.
DR. KRIEGEL: Good. Just be careful you don't wear her out.
JOYCE: Ohh, don't worry about that. I woke up exhausted, there's really no more exhausted to get.

The doctor takes Joyce's chart and looks at it.
DR. KRIEGEL: Well, maybe some good news will help. The blood work's come back from the lab, and everything seems fine. So, we've scheduled your surgery for day after tomorrow at ten in the morning.

Buffy and Joyce sober up at this.

DR. KRIEGEL: How's that sound to you?
JOYCE: Oh, well, I think they had me scheduled for volleyball, but, ah, we can work around it.
DR. KRIEGEL: (laughs) All right. Joyce, you take care. Make sure you get some good solid rest. And I mean that. (Exits)

JOYCE: Uhh, the day after tomorrow. I don't think I can stand to stay here another two days just waiting.
BUFFY: Waiting? Gimme a break, we got, we got tons to do.
DAWN: We have soap operas to watch and trashy magazines to read.
BUFFY: And an adjustable bed to fiddle with. That alone will keep me busy for four hours or so.
JOYCE: Oh, I really don't need you to stay here, Buffy. I know you've got patrolling to do.
BUFFY: Not tonight. Tonight I have mom-taking-care-of to do. And besides, Riley's filling in for me with the others. I'm sure they have everything under control.

Cut to: graveyard, night. Giles has a dark-haired female vampire in a choke-hold from behind while Willow attacks from the front. The vampire shoves Willow away and twists out of Giles' grip.

Another female vampire, this one blonde, throws Xander to the ground as the first one throws Giles over her shoulder. The blonde vampire grabs Xander's shirt and pulls him upright.

Willow gets to her feet, holding a stake. She rushes at the brunette vampire, but the vampire grabs her, lifts her over her head, and throws her to the ground.

Xander rushes the blonde vampire from behind and she grabs him in a headlock and punches him in the face.

Giles rushes the brunette vampire and tries to lift her over his shoulder but she punches him in the back and then knees him in the chest.

The blonde vampire still has Xander in a headlock and is punching him.

Giles reels to his feet, disoriented, and the brunette vampire punches him in the face.

Xander breaks free of the blonde vampire and she punches him in the face with both her hands clasped together.

Willow gets to her feet again as the two female vamps are beating up on Giles and Xander. She picks up her stake and runs forward.

The brunette vampire throws Giles over her shoulder and as she straightens up, Willow comes up behind her and stakes her. Giles grabs for his own stake.

The blonde vampire shoves Xander to the ground and tries to get on top of him but he gets his feet on her stomach and kicks her backward. He gets up and lunges at her but she deflects him and throws him against a crypt. He staggers to his feet and she puts her hand on his neck and shoves him back against the crypt.

Giles lunges forward, shoves the vampire out of the way and raises his stake as if to stab Xander.

XANDER: Human chest! Human chest!
GILES: Sorry!

The blonde vamp gets up, shoves Willow away as she approaches. Willow falls to the ground again. The vampire goes to where Giles and Xander are still standing by the crypt and shoves them up against it with one hand on each of their chests. They stare at her in alarm. Willow runs up behind the vampire and stakes her.

The guys gasp and pant as Willow begins to grin.

GILES: My god, what a rough night.
WILLOW: (giggling, grabbing at Xander) I just did two of 'em! Yay on me! (giggles in exhilaration)

Xander grins. The guys come on either side of Willow and they begin to walk off.

WILLOW: That was pretty cool. Except the part where I was all terrified and ... and now my knees are all dizzy.

Giles stops them as he spots something on the ground and bends over to pick it up. It turns out to be his glasses.
XANDER: Not so much a big success night for me. (They resume walking as Giles begins cleaning his glasses on his shirt) But I think I should get points just for showing up. Unlike some Riley Finn who shall remain unnamed.
GILES: Yes, that was disappointing. Things would have been easier if he'd been here. (Puts glasses on)
WILLOW: Oh, piffle, who needs him when I'm dusting two at a ti- (She suddenly staggers and they catch her, each grabbing an arm) Whoops. (smiles nervously at Xander) Maybe it would've been good if ... he'd shown up.
GILES: Perhaps he forgot.

They walk off.

Cut to: exterior shot of an alley, doorway of what could be an abandoned warehouse.
Cut to inside. It's littered with random pieces of furniture and debris. Pan across the dark room to where Riley is sitting on an old armchair or couch. A female vampire is crouched next to him, drinking blood from his outstretched arm. She lifts her head and smiles at him. Riley is stone-faced. The vampire returns to feeding, gripping Riley's arm in both hands. He stares off into the darkness.

Wolf howl. Opening credits.

Guest starring Charlie Weber, Nick Chinlund, Kevin Weisman, Randy Thompson, Amber Benson as Tara and Kristine Sutherland as Joyce Summers. Written by Rebecca Rand Kirshner, directed by David Solomon.

Act I

Fade in on hospital. Joyce is reading in bed while Buffy and Dawn are doing something at a nearby table. Willow enters with a large colorful paper bag.

WILLOW: Care package! Special delivery for the Summers girls. (Puts the bag on the bed next to Joyce. Dawn comes running over, as Buffy follows more slowly) Now, let's see what I have in this sack of mine. Oh, I feel just like Santa Claus, except thinner and younger and female and, well, Jewish. (Joyce smiles as Willow reaches into the bag) This (to Dawn) is an extra-special gift for your mom, that I know she'll need. (pulls it out) A beer hat! See, i-it's got cup holders, and a straw that goes directly into your mouth, and (to Joyce) you can fill it with other stuff than beer. And somehow, when I was in the store this seemed like the most important idea (Buffy and Dawn smile at each other. Buffy is holding a cup) and now there's the whole part where I'm crazy.
JOYCE: It's perfect. Thank you, Willow. You're very sweet.

Willow hands the beer hat to Dawn.
WILLOW: Now, let's see, who's next? Dawn, I believe I have something in here for you...

Joyce is now holding the cup. She puts her hand to her head and grimaces. Buffy looks concerned.
BUFFY: (quietly) Headache?

Dawn stops smiling.

JOYCE: Just a little one. (smiles) A biggish little one. (Willow stops going through the bag, looks concerned) I'm fine! Go on, what else is in that sack of goodies, Willow?
WILLOW: All right. Dawn, to keep you busy.

She takes out a book marked "Spells" and hands it to Dawn, who smiles in delight.
DAWN: Ooh, spells! Thank you, Willow!

She hurries over to a nearby chair and sits down to read. Buffy folds her arms and looks at Willow.

BUFFY: You got her a book on spells. (Willow stops smiling) The girl who can break things by just looking at them, now has a book to teach her to ... break things by looking at them?
WILLOW: Oh, well, it doesn't actually have spells in it. Just history, and anecdotes, stuff like that.

Shot of Dawn quietly reading the book.

WILLOW: Oh, Buffy- (reaches into bag) I have this for you. (Pulls out a large textbook called "World History" and gives it to Buffy)
BUFFY: Homework? (pouts) Oh. I don't believe in tiny Jewish Santa any more.
WILLOW: (smiling) And a yo-yo. (Pulls yo-yo out of bag and gives it to Buffy)
BUFFY: (smiling) Thank you.
WILLOW: The book is just in case you get a chance to look it over.

Shot of Joyce looking thoughtful.
WILLOW: (OS) We're doing World War One now. The last exam was really pretty easy, just underlying causes and trench foot. So it should be no hassle to make it up-
BUFFY: (sighs) I don't even know if I'm gonna take that exam.
JOYCE: (scowling) I'd rip it in half and stick it in bed with me!

The girls look confused. Dawn looks up from her book.

BUFFY: (tentatively) Mom?

Joyce looks confused.
JOYCE: You know, I think I'm gonna take a little rest now.

She hands her cup to Buffy as Willow packs up her bag. Buffy puts the cup on a nearby table as Joyce lies back in bed.
BUFFY: Okay. We'll be right outside if you need us.

Dawn gets up and they leave. Joyce smiles after them, then lies back and closes her eyes.

Cut to hallway. Dawn looks anxious as Buffy closes the door behind herself.
DAWN: (to Willow) What was she talking about? I mean, that was weird.
WILLOW: She's gonna be fine.
BUFFY: (joins them) It's okay. I'm sorry, the doctor spoke to me, and uh, I should have told you. Um, the, the thing that's pressing on her brain, sometimes it, it might make her say weird things.
DAWN: Does she know she's saying them?
BUFFY: Not really. It's sort of like a flash, you know, but you saw her two seconds afterward. She was normal.
WILLOW: And after the operation, no more pressing. She'll be all normal all the time.

Buffy and Willow take Dawn's arms and they begin to walk down the hall.

DAWN: (to Buffy) Is that right?
BUFFY: Hey, Santa doesn't lie.
Dawn and Willow smile.

As they walk down the hall, a man passes them going the other way with three women. He brushes Buffy.
BUFFY: Oh, excuse me.
MAN: Careful, the facts say a-a picnic is in order.

It's the security guard from the warehouse (see episode "No Place Like Home"). He turns around to look back at the three girls.

GUARD: What is that thing?

He points at Dawn and walks back toward them, becoming agitated. The three women with him exchange a worried look.
GUARD: There-there's no data. There's no pictures on this one there!

He continues pointing at Dawn. She looks scared. The guard's wife comes forward.

GUARD: What is the data? (scared) There's no one in there.
DAWN: (scared) Buffy?
BUFFY: (grabs Dawn and turns her away) Come on, honey. Don't worry about it.

Buffy and Willow stare over their shoulders as they hustle Dawn away. The guard turns to his wife.
GUARD: I'm going home? (Wife nods) Home? Home, home, home.

His wife escorts him away. Buffy, Dawn, and Willow turn back to look.

DAWN: What's wrong with him? (Shot of the guard being led away by his wife and daughters) Is it like Mom? A thing in his head?
BUFFY: (staring after the guard) I don't think so, I-I think it's, it's different. Don't, don't worry about it. (Brushes hair back from Dawn's face)

Ben approaches.

BEN: I guess I missed that, was he bothering you?
BUFFY: Hey Ben, uh, this is my friend Willow.
BEN: Hi.
WILLOW: Hi. (They shake hands)
BUFFY: And, uh, yeah, the crazy man was a little ... you know, crazy, but it's okay. (Dawn still looks shaken) Are they really gonna send him home?
BEN: Don't get me started. The mental ward's booked beyond capacity, literally nowhere to put them, so the ones with families, they're letting 'em go home. Like his family's gonna be able to take care of him. He has to have someone to watch him 24-7! (looks at Dawn) What was he saying to you?
DAWN: I-
BUFFY: Oh, he was just babbling.

Cut to: aerial shot of Sunnydale, night. Pan across roofs and treetops.
Cut to: roof of a UCS dorm building. Willow and Tara are lying side-by-side on their backs on a sleeping bag, with pillows under their heads and another sleeping bag covering them.

WILLOW: You know what's weird?
TARA: Japanese commercials are weird.
WILLOW: Yes. And also, you know some of the stars we're looking at ... don't even exist any more? In the time that it takes for their light to reach us, they've died. Exploded. (Tara turns her head to look at Willow) Poof.
TARA: Were, um ... were things rough at the hospital?

Willow frowns and shrugs.

WILLOW: You know, I used to love to look up at them when I was little. They're supposed to make you feel all insignificant, but ... they made me feel like ... like I was in space ... part of the stars. (points) There's ... Canis Minor ... and ... (points) and Cassiopeia.
TARA: (smiles, points) And the big pineapple.
Willow frowns.
WILLOW: Hmm. You know, I'm not sure I remember that one.
TARA: Oh, it's, it's a major one. (points) See those three bright stars right over there?

Willow moves over to put her head on Tara's shoulder and look along Tara's pointing arm. Shot of the starry sky with Tara's finger pointing.
WILLOW: Yeah.
TARA: And see those stars along there? (Shot of the stars) That's the bottom of the pineapple.
WILLOW: It's big.
TARA: Hence the name. (pause) The real ones never made sense to me, I ... sort of have my own.
WILLOW: Teach me.
TARA: (points) See those stars over there? "Short man looking uncomfortable."
They both giggle.
TARA: Uh... (points) "Moose getting a sponge bath." Umm... "little pile o'crackers." (Willow frowns) Tha-that was a bit of a stretch. (They both laugh) You do it. What would you call ... mm, that one? (points)
WILLOW: Hmm, let's see.

Shot of the starry sky. One of the stars suddenly enlarges and streaks toward the earth, trailing a golden tail.

WILLOW: A huge flaming meteor about to crash into something!

They scramble to their feet as the thing flies past them and lands somewhere in the distance. A burst of light momentarily flashes from behind trees.

Cut to: Darkness. Bits of flaming rubble slowly appear as we see from the perspective of something digging its way out of something. The camera moves jerkily as the something looks around, finds itself in a trench carved by the passage of the meteor. Our perspective rises as we climb up out of the trench and find rocky earth, surrounded by trees. In the distance we see the security guard walking toward us, alone.

GUARD: (muttering to himself) I know what I said. I said-I said I won't go away far. A person needs to respect a man.

We see the guard from the perspective of something low to the earth, moving swiftly toward him.

GUARD: And then it says ... that... the facts says... he's got to go take a walk and get some fresh air and find some fresh spaces.

He continues mumbling as we see from the perspective of something climbing a tree.

GUARD: ...and some fresh space! And needs to walk to get ... to get where he's going.

Suddenly something drops down from the tree onto his back. It's a creature with a wrinkly gray face, cloven hooves, and a carapace like a cockroach's. The guard yells and falls to the ground. Blackout.

Act II

Exterior hospital, night. Paramedics take a gurney from an ambulance and wheel it into the emergency room. Hospital noises.

As they wheel the patient inside, we see the alien creature crawling along the ceiling above them. Shot of its face. Its eyes are red and its mouth is like a big circle ringed with long yellow teeth. It is hairless.

Shot of the paramedics from the creature's point of view. Its vision appears slightly curved as if looking through a lens.

Cut to: Joyce in her hospital bed, holding the nurse call button, pushing the button again and again.
JOYCE: (irritated) This thing doesn't work! It isn't working!
BUFFY: I'm sure they heard you. (Takes the call button from Joyce and puts it aside. We see Dawn in the background reading.)
JOYCE: I bet it's not even hooked up to anything. Just like the push buttons at the crosswalk that are supposed to make the signal change.
BUFFY: I'm sure someone's on - What, the push buttons aren't hooked up to anything?

The doctor enters.

JOYCE: Oh, tell him, Buffy. Tell him, okay?
BUFFY: Look, Dr. Kriegel, we wanna go home.
DR. KRIEGEL: Well, of course. You can come back and visit your mother first thing in the morning.
BUFFY: No. We. I-I mean, all of us. My mom too.

Joyce looks anxiously at the doctor and nods.

DR. KRIEGEL: Oh. Well, I understand that, but it's not necessarily the first thing I'd recommend.
JOYCE: I can't! I-I can't stay here waiting for two days for this operation, I just can't. (Doctor sighs) It makes my head hurt to be here, can't you tell that?
DR. KRIEGEL: Joyce, there's no reason to get upset.
JOYCE: No reason to get upset? Oh, right, sorry, I must just think there is because of my brain tumor!

Dawn looks upset. Joyce calms down slightly.

BUFFY: Here, Dawn, why don't you get something from the machine?

Buffy hands Dawn some money. She takes it and leaves, looking apprehensive.

JOYCE: (softly to Buffy) I-I'm sorry I said that, I'm just tired.
BUFFY: I know. Listen, Doctor, I don't see why we can't take her home, you know, just until... (gestures) I-I mean, wouldn't it be better for her to rest someplace where she felt safe and comfortable?
DR. KRIEGEL: Even if it would mean some work for you, taking care of her?
JOYCE: (sighs and leans back in bed) Oh, thank god.
BUFFY: I'll do it, anything.
DR. KRIEGEL: (sighs, shakes his head) There are medications to administer, I'd have to go over those with you, and I'd need for you to check her vitals, watch her pretty closely. I'm afraid you won't get a lot of sleep.
BUFFY: (shrugs) I'm not much of a sleep person anyway.
JOYCE: (anxiously) Can we go now? (starts to get out of bed) Let's go now!
BUFFY: Oh, hold on! (stops her) Lemme get all the medications and all the instructions on how to do everything.
DR. KRIEGEL: She's right. Let's do this right. We don't wanna forget anything.
Joyce sighs.

Cut to: Dawn sitting in the hallway reading her book. Shot of her from overhead, in the alien creature's point of view. Shot of Dawn reading as we see the creature crawling along the ceiling above her head.

Cut to: Willow and Tara walking through forest, night. Then we see Riley, Xander, Anya, and Giles walking behind them. Giles has a flashlight.
RILEY: Everyone stay close. (to Xander) I'm glad you called me in on this.
XANDER: Glad you answered.
RILEY: Oh, yeah. I'm sorry about last time. Heard I missed out on some fun.
XANDER: Oh, yeah, fun was had. Also frolic, merriment, and near-death hijinks.
RILEY: Look, there it is. (Pushes past Willow and Tara)

They approach a long trench in the ground. It's about four feet deep, ten feet wide, and several hundred feet long. At its end there's a large chunk of what looks like rock. They all run up to the edge of the trench. Riley jumps down into it as Giles moves his flashlight over the rock.
WILLOW: Wow. We have meteorite.

The rock at the end of the trench is steaming or smoking.

ANYA: Is it hot?

Riley puts his hands toward it.

ANYA: 'Cause, uh, if there's radiation, you could like go all sterile.

Riley looks alarmed. Xander jumps backward. Riley touches the rock carefully.

RILEY: No, it's not hot. It's warm. And broken. (Kneels to look at it. Everyone stares.) It's sort of-
GILES: Hollow.
RILEY: Yeah.
ANYA: So, uh, we're all thinking the same thing, right?
XANDER: Festive pinata? Delicious candy?
WILLOW: Something evil crashed to earth in this and then broke out and ... slithered away to do badness.
GILES: In all fairness, we don't really know about the slithered part.
ANYA: Oh, no. I'm sure it frisked about like a fluffy lamb.
TARA: Let's look around. Maybe we can figure out where it went.

They move off. Riley climbs out of the trench to join them. They all go a little way into the woods. Willow moves around some trees and finds the security guard lying on the ground.

WILLOW: It went here!

They all rush over. Riley kneels by the body and feels its neck.

RILEY: No pulse.

Xander joins Riley by the guard's head.

ANYA: Yep, the space lamb got 'im. (Giles gives her a disgusted look)
XANDER: I don't see any marks on him.
WILLOW: I-I know him! He, he was at the hospital, a mental patient. They released him today.

Everyone leans down to look at the body. Riley takes out a pen and brings it toward the guard's mouth.

GILES: Uh, Riley, what are you doing?
RILEY: I'm not sure, there's something...

He sticks the pen in the guard's mouth and it comes out covered with a clear slimy substance. Everyone reacts at the same time, making disgusted noises and covering their noses as it obviously smells bad.

RILEY: Oh, that might be toxic, don't touch it.
XANDER: Oh yeah, touching it was my first impulse. Luckily I've moved on to my second, which involves dry-heaving and running like hell. (straightens up) Oh, man, does that smell.
ANYA: So what do we do now?
WILLOW: We can't call Buffy. (beat) I wanna call Buffy!
TARA: You can't. She's got ... life stuff. That has to come first.
WILLOW: So, so we'll just figure this out ourselves. We're experienced.
ANYA: Yes, 'cause it seems like we're always dealing with creatures from outer space. Except that we don't ever do that.
RILEY: (gets up) This is definitely new territory.
GILES: Perhaps we should explore a bit more, head into the woods a bit.

They all look into the woods. It's dark and scary-looking.

XANDER: Who votes research?

Everyone raises their hands and starts to walk away, except Riley.

WILLOW: Research.
RILEY: Yeah, I think that's a good call. There could have been some other cases like this. I'm gonna stay here, examine the body some more, look around a little bit.
XANDER: Yeah, don't do anything hunterly.
RILEY: No, no, I'm just not great at research, which I'm sure you guys figured out. I like me a good crime scene.
GILES: Um, give us a call if you need help.
RILEY: Believe me, something jumps out at me in the dark ... you'll hear me even without the phone. Call me if you learn anything.
WILLOW: You got it.

The group starts to move off.
WILLOW: (to Giles) I don't wanna be the one who finds the bodies any more.

Riley watches them go, crouching next to the body. Then he gets up and takes out his cell phone, dials.
RILEY: I need to speak to the man at the desk. This is A ... this is Riley Finn. You have an Agent Miller, Graham Miller, he'll tell you who ... Yes. Emergency frequency.

Cut to hospital. Pan across a sign reading "Psychiatric Ward." Cut to a ward containing five beds with patients in them. A nurse is moving from bed to bed. One of the patients is muttering.

PATIENT: Cold. Cold.

The nurse moves over to him. His arms are in restraints. The nurse pulls the blankets up over him. Then she turns off the light on his nightstand and walks away.

PATIENT: Wait! You can't go! (snorts) Don't you be that kind of barn owl! (Nurse continues walking away) Please! Please don't go! Please!

He begins to cry as the nurse turns out the overhead light and leaves the room.

PATIENT: Please! Please! Please don't-

He looks around the darkened room and whimpers in fear. We hear scurrying noises. The patient twists around trying to look under the bed, panting.

PATIENT: I can't see you! I can't see you! I can't see you!

We see the tail of the alien creature moving behind his bed. Then it climbs up on top of him with a squeal.

Cut to the nurse sitting at her desk doing paperwork. She hears the patient scream and looks up, then goes back to her paperwork.

Cut to the ward. The creature is on top of the patient with its cloven hands on his chest. It spits clear slime out of its mouth all over his face, making a squealing noise.

Shot of the nurse still doing paperwork, eating chocolate.

Cut to Dr. Kriegel in the hospital hall checking some paperwork as Joyce stands behind him, dressed.
DR. KRIEGEL: Well, I guess we're all set then.

He turns and we see Buffy and Dawn on either side of Joyce. The doctor hands Buffy a piece of paper and three pill bottles.
DR. KRIEGEL: You've got my home phone number, pager number, and here, these are the medications I talked to you about. The sedative and so forth, painkillers.
BUFFY: Right. No problem.
DR. KRIEGEL: Now, if this is gonna be too much for you, we can make your mom perfectly comfortable here.
BUFFY: No. No, no, I-I got this. We really, really appreciate-
JOYCE: (to Buffy) You look just like your father when he cries.

Shot of the four of them from the alien's perspective.
Shot of the alien on the ceiling a few feet down the hall, watching them. We can hear Joyce talking but the words are inaudible.

Cut back to the group.
BUFFY: (to doctor) I-I told you she's been-
DR. KRIEGEL: I know. Joyce? (Joyce is staring dazedly at Buffy) Joyce. (She looks at him) We're all done here. Why don't you take your girls home now.
JOYCE: Yes. Yes, thank you. Thank you for all your help, doctor.
DR. KRIEGEL: I'll see you in a couple of days.

He walks off. The Summers women turn away, Buffy and Dawn flanking Joyce and linking their arms through hers.
JOYCE: Oh, let's get the hell outta here.

Shot of the three of them from the alien's POV as it watches them walk out.

Cut to: overhead shot of Sunnydale, night.
Cut to: inside foyer of the Summers house. The door opens and Buffy enters followed by Joyce and Dawn.
BUFFY: Here we go.
JOYCE: Oh, it's nice to be home.

Buffy closes the door behind them and turns on the lights. Joyce winces and puts her hand to her eyes.
DAWN: Do you wanna go in to bed, Mom?
JOYCE: Buffy, no, that light is too bright. It's too bright.

Buffy rushes to turn the lights off again. Dawn rubs Joyce's shoulders.
BUFFY: Oh, okay, okay!
JOYCE: It's too bright. Buffy, it hurts. It hurts, it hurts my eyes.
BUFFY: It's off, it's off. You know what, (to Dawn) why don't you turn off the lights in the living room, (to Joyce) and I will take you upstairs and we'll shut off all the lights up there. Okay? Come on.

Buffy leads Joyce upstairs as Dawn moves into the living room.

Exterior shot of the house as the downstairs light goes off and then the upstairs ones. The porch light remains on. Blackout.

Act III

Fade in on an aerial view of a pond surrounded by trees, with the alien landing trench beside the pond and a person standing next to it. A helicopter flies into the shot and moves toward the trench. Cut closer as the helicopter search light illuminates the trench and the person, who we see is Riley. The copter lands and several commandos in black clothing and black berets get out and run toward Riley. The one in the lead speaks.

ELLIS: You Finn?
RILEY: Yeah.
ELLIS: Major Ellis. I'm in charge of this op. (Shakes Riley's hand) What's the situation, just the one civilian casualty?
RILEY: That I know of. This way.

They all begin to walk. We see that one of the other commandos is Graham.
GRAHAM: You found a stiff in the woods and called us in? Don't you usually call your girlfriend for this kind of thing?
He grins. Riley gives him a dirty look.

They walk up to the body and Ellis kneels beside it.
RILEY: I wouldn't touch that stuff in his mouth if I were you.
ELLIS: Toxic?
RILEY: No, just messy. (Ellis stands) Guy seemed to have simply choked on the stuff. (Tosses Ellis a small vial) Near as I can tell, it's some kind of protein alkaloid.

Ellis holds up the vial and looks at the slimy stuff in it.
Riley gestures and the others follow him. They walk off toward the trench.

ELLIS: Does this fit the profile of any Sub-T you're familiar with?
RILEY: Not subterrestrial, Major. Extraterrestrial. (Leads them to the rock at the end of the trench) It came outta that.
ELLIS: Miller, set the trackers for a protein signature.
GRAHAM: Yes sir.
RILEY: No good, Major. This alkaloid's breaking down at an accelerated rate. It's dissolving too fast to track.
ELLIS: You got a better idea?
RILEY: Thing came from space. Gotta be some trace radiation.
ELLIS: We have Geiger counters in the packs.
RILEY: Shouldn't be too much background gamma noise out here.
ELLIS: Break 'em out.
They all walk off.

Cut to: exterior of the Summers house, still dark except the porch light.
Cut to: Buffy and Dawn on the living room sofa, watching TV. Dawn rests her head on Buffy's shoulder. Canned laughter from the TV.

View from the alien's perspective as it moves along the ceiling, through the foyer and toward the living room. It sees the girls, turns, sees Joyce coming down the stairs in her nightgown and robe. She walks into the kitchen.

Cut back to Buffy and Dawn watching TV. There's a noise from the kitchen as of dishes clinking together. They both look up. Buffy picks up the remote control and turns off the TV.

DAWN: Mom?

More crashing noises. Buffy and Dawn get up.

Cut to Joyce bending over, looking in the refrigerator. The kitchen is dark. There's a sizzling noise. Buffy and Dawn come in.
BUFFY: Oh, my-

Dawn goes to Joyce as Buffy rushes to the stove and turns it off, moving a pan off the burner and coughing as whatever's in it gives off smoke. Joyce straightens up, holding the fridge door, and turns to give Buffy an annoyed look.

BUFFY: Mom, wha-what are you doing?
JOYCE: (angrily) I'm making breakfast. (closes fridge, looks Buffy up and down) And you shouldn't eat any more, you're disgustingly fat.

Buffy looks hurt.
Joyce looks confused.

JOYCE: Oh, Buffy, I don't know what I'm doing.
BUFFY: You just need some rest. We'll put you back to bed.

She and Dawn take Joyce's arms and lead her out. As they walk past the door leading down to the basement, we see that it's slightly ajar and there's light coming from below. Shadows on the door indicate that something is moving around in the basement.

Cut to Joyce's bedroom. Buffy is closing a pill bottle as Joyce swallows some water.
BUFFY: Okay, here we go. (Takes glass from Joyce) That will help you sleep. Come on, let's get you all tucked into bed.

Buffy and Dawn stand on opposite sites of the bed and pull the covers over Joyce as she lies down.

Buffy picks up Joyce's bathrobe and moves away as Dawn leans over to caress Joyce's forehead. Suddenly Joyce gasps and sits up, staring at Dawn.
JOYCE: Don't touch me! You - you thing!
DAWN: (backing up) Mom, please!
JOYCE: Get away from me! (Buffy comes over and Dawn gives her an anxious look) You're nothing, you're, you're a shadow!
BUFFY: Mom-
JOYCE: I don't know what you are or how you got here!
BUFFY: Mom, it's Dawn.

Dawn backs away, upset, and runs out of the room.
JOYCE: Dawn? Honey, what's wrong?

The door slams behind Dawn. Buffy turns to Joyce.
BUFFY: She's .. just tired. We all are. (She coaxes Joyce to lie down, which Joyce does, looking worried) Come on, go to sleep. I'll check in on you in a little bit. (Exits)

Cut to Buffy entering Dawn's room. Dawn is sitting on the bed.
DAWN: (teary) She hates me.
BUFFY: (kneeling beside the bed) No.
DAWN: She called me a thing.
BUFFY: She loves you. Okay? She's not herself. (puts her hand on Dawn's) I told you what the doctor said about the tumor.
DAWN: (shakes head) No, not just Mom. People. They keep saying weird stuff about me.
BUFFY: Are you talking about the man in the hospital?
DAWN: He called me a thing too. And there was another one. Weird guy outside the magic shop. (Buffy looks concerned) He said I didn't belong. He said I wasn't real. (Buffy sighs) Why does everybody keep doing that? What's wrong with me?
BUFFY: Nothing. It's not you. I think there's something that happens in people's brains when there's something wrong. It's, it's like a short-circuit ... and it makes them feel like nothing's real except for them. That's all it is.

Dawn looks unconvinced.

BUFFY: Look, it is not you. (Gets up to sit on the bed next to Dawn) Okay? And if anyone says anything like that to you again, don't listen. Even if it's Mom.

Dawn stares at her, then shakes her head.
DAWN: (softly) I hate it.
BUFFY: I know. (puts her hand on Dawn's shoulder) Just don't listen.

Cut to: Xander staring at a small model of the solar system, which is hanging above his head. Behind him we see Giles and Willow sitting at a table covered with books. There are bookshelves everywhere.
XANDER: Look at how teeny Mercury is compared to, like, Saturn. Whereas in contrast, the cars of the same name-
GILES: Xander, please, we have work to do here.
XANDER: (walks toward them) I still don't get why we had to come here to get info about a killer snot monster. (Sits)
GILES: Because it's a killer snot monster from outer space. (Pauses) I did not say that.

Xander gives Giles an amused look. We see Willow is working on a laptop computer.

GILES: (in lecture voice) Demons enter our world in all sorts of ways, this one came from above.
XANDER: And the university library's astronomy section is the home of aboveness. Got it. Hey, take in the study material, too. (Holds up a book titled "Meteors and You!")

Anya and Tara approach.
TARA: We've been scouring all the international periodicals for any other meteorite landings in the last week.
ANYA: Big zippo. (Sits)
GILES: Well, then it would appear that the world is not being invaded.
TARA: I'm pretty pleased about that.
WILLOW: Uh, guys? I've got some stuff. (Everyone looks at her.) The most recent meteoric anomaly was the Tunguska blast in Russia in 1917. (Giles gets up to come behind her and look at the screen) Some witnesses claimed the meteor was hollow.
XANDER: Hmm. Maybe with a chewy demon center like ours.
GILES: How far back does this list of anomalies go?
WILLOW: Pretty far. Back to the Queller impact in the twelfth century.
TARA: The what?
WILLOW: Queller. I-I don't know why they call it that, it didn't hit a place called Queller or anything. It landed just outside of Reykjavik in Iceland.
XANDER: Wait, I just saw... (flipping pages) Queller. Quell ... here, here! "Primitive people used to believe that the moon was a cause of insanity. Sometimes they would pray to the moon to send a special meteor to fix the problem the moon had caused. These meteors were expected to *quell*" (slams the book down on the table) the madmen.
TARA: The man in the woods. He was a mental patient.
XANDER: And he got pretty well ... quelled.
WILLOW: Okay, I'm looking in history right now. It says in the Middle Ages there were these sweeping plagues of madness. People were losing their marbles everywhere. But then it would suddenly subside. And these dates look pretty close. Like-like maybe it happened after each one of the meteor events.
GILES: So something emerged from the meteors ... and quelled the madmen.
XANDER: Meteor go boom, crazy guy goes bye-bye.
TARA: Xander's little book made it sound like this Queller thing had to be summoned. So ... who summoned it?
XANDER: Who else? My money's on Glory, our resident beastie summoner.
WILLOW: We should call Buffy. E-except we can't call Buffy. (looks up at Giles) Can we?
GILES: No, but we better call Riley.

Cut to Riley talking on his cellphone.
RILEY: Queller demon?
WILLOW: (on phone) Yeah, that's our perp. (Cut to Willow on a pay phone in the library) It's sort of a scavenger that can be summoned to kill-
RILEY: (on phone) Crazy people.
WILLOW: Yeah, how'd you know?

Cut to Riley in the hospital psychiatric ward. We see another commando in the background.
RILEY: 'Cause I've got five corpses here at the mental ward at Sunnydale Memorial.
WILLOW: (on phone) You're at the hospital? Oh, listen, Riley, I ... I saw Buffy's mom earlier, and she was acting kinda ... wacky. Insane wacky, if you know what I mean?
RILEY: It's okay. Joyce was released earlier today. That intern, um, Ben, told me. They're safe at home.
WILLOW: Oh, good. A-and the thing, the Queller, is it still there?
RILEY: We - I think I've got it cornered in the air ducts.

Ellis comes up and taps Riley on the shoulder, then nods to him. Riley holds up a finger to say "just a moment."

RILEY: Look, Willow, keep at what you're doing. Call me if you find out how I can kill this thing.
WILLOW: Well, okay, but shouldn't we come help- (She hears a dial tone as Riley has hung up) Oooookay. (Hangs up and walks away)

Cut to Joyce in bed, talking angrily.
JOYCE: I wish that someone had bothered to tell me that there would be tennis being played!

Overhead shot of Joyce lying on her bed, on her back with her knees bent and her hands on either side of her head. The blankets are shoved to the end of the bed.
JOYCE: I just didn't know. Those eyes ... (grimly) Those eyes, they're like gasoline puddles! (quieter) Tell me. Tell me because I need to know why, why are you staring at me like that?

Cut to Dawn in her room, lying in bed. Joyce can be heard still talking. Dawn hugs a stuffed animal and listens unwillingly.
JOYCE: (OS) What are you asking me? You are asking me, aren't you? Is this a test? And if this counts for the final grade, I need to know now! (Dawn makes faces, not wanting to hear this) Okay, there are teachers, and they put this on the syllabus, but they do not stare down at you, they do not cling, (teary) they do not look down on you....

Dawn grabs her pillow and pulls it over her ears, trying to blot out the sound, but she can still hear it.
JOYCE: (crying) You know there are people who are nice, and they give you presents, even when you are bad.

Cut to kitchen. Cheerful Spanish music is playing on the radio. Buffy turns up the volume and begins washing dishes. She bites her lips as she works, trying not to cry, but after a few dishes she begins to sob. She wipes her nose with the back of her hand, tries to compose herself, then breaks down in tears, putting her hand over her face.

Cut back to Joyce's bedroom. She is still lying on her back talking to the ceiling.
JOYCE: Does someone know you're here? Because they should have told you that at the gate. You are *not* supposed to be here. I need to rest now. I-I don't like the way you're staring at me! (She pauses for a moment, staring wide-eyed) Did they tell you that at the gate?

Side shot of Joyce in her bed and the Queller on the ceiling above her.
JOYCE: (firmly) Stop staring at me, I don't like it!
The Queller squeals. Blackout.

Act IV

Exterior hospital. Graham comes out the door, holding a Geiger counter. He walks a few steps staring at it, then stops as Ellis, Riley, and other commandos emerge behind him.

GRAHAM: Trail stops here, edge of the parking lot.
ELLIS: It stops? (Graham nods)
RILEY: A car. It hitched a ride. Probably underneath. So much for containment.
ELLIS: So some poor mental patient checks out of here today, drives away with this thing, (Riley looks alarmed) took it right to his own home.
RILEY: Checked out today.
ELLIS: (to another commando) Get me a list of all patients discharged in the last 24 hours.
RILEY: No. I know where it's going. We've gotta move, now!
They rush off.

[Transcriber's Note: As near as I can tell there are three doors to Joyce's bedroom. One leads to the hallway, one next to that leads to Dawn's room, and the door on the other side of the bed leads to Buffy's room. The bathroom is across the hall from Dawn's room and has two doors, one going to the hall, the other going into Buffy's room. This is relevant for the following scene...]

Cut to Joyce still in her bed staring up at the alien.
JOYCE: I'm going to close my eyes, and when I open them, you are going to go away.

The Queller squeals and drops down on top of Joyce. She screams.

Dawn hears the scream and gets up.

Joyce struggles against the Queller.
JOYCE: Get off me!

It spits its slime onto her face. She shakes her head trying to dislodge it.

Dawn opens the door and sees the demon on top of Joyce. She gasps. The Queller looks at her as she grabs a coatrack from her room and shakes the clothing off of it. She attacks the demon with it, shoving it off the other side of the bed.

Most of the slime seems to have hardened on Joyce's face. She pulls it away, gasping and panting. Dawn looks around, scared.

The Queller arises from behind the bed and launches itself at Dawn, squeaking. She screams and runs back into her room. The Queller chases her, crawling along the floor. Dawn runs through her room and out into the hall, as the Queller enters the hall from Joyce's room. Dawn runs into the bathroom and slams the door.

DAWN: Buffy!!

Cut to Buffy still crying in the kitchen. The radio and the running water from the sink are loud, so she doesn't hear Dawn yelling. She wipes hair back from her face and sniffles.

Dawn runs through Buffy's room and into Joyce's room from the other door. Joyce is sitting up on the bed, clawing at her face and gasping. Dawn closes the door, grabs an exercise bike and pushes it in front of the door, runs to the other door (leading to her own room) and slams it shut too.

Cut to Buffy in the kitchen. She splashes water on her face, reaches for a towel and dries her face.

Cut to Dawn in Joyce's room. She opens the door leading into the hall, and yells as loud as she can.
DAWN: BUFFY!

Buffy hears the scream and whirls around, dropping the towel.

Dawn slams the door shut again.

Buffy races out of the kitchen, down the hall and up the stairs. She opens the door to Joyce's room and finds Dawn and Joyce on the bed, still wiping slime off of Joyce's face.

BUFFY: What? What is it?
DAWN: There's something out there, Buffy. It's after Mom!
BUFFY: You guys stay in here. Don't leave this room.

As Buffy closes the door, the Queller drops from the ceiling and lands on her face. She grabs it and they struggle, slamming against a wall and then tumbling down the stairs. The Queller squeaks and crawls away. Buffy rubs her neck and looks around in confusion.

Cut to Joyce and Dawn on the bed in the dark bedroom, hugging each other tightly.
JOYCE: It's okay, my baby. It's okay.
Dawn stares at the door over her mom's shoulder, looking scared.

Buffy walks slowly through the dark house, looking around for the Queller. She goes into the kitchen, goes over to the knife rack and takes out the largest knife. She spins around wearing her tough-Slayer expression and continues looking around, moving back toward the hallway. We hear creaking noises.

As Buffy nears the door to the basement, it suddenly pops open. She jumps in alarm and raises the knife. Spike emerges from the basement and gives her a wary look. Buffy sighs. Spike closes the basement door.
BUFFY: Spike?
SPIKE: Yeah. Listen, uh, did you hear a noise?
BUFFY: What the hell are you doing in my house?
SPIKE: Right then, caught me. (takes a deep breath) Your basement's full of junk. And me being in need of, uh, junk...
BUFFY: (can't believe it) You were stealing?
SPIKE: Well, yeah. Can't exactly work the counter at Burger Barn, can I?

He has something in his hand. He tries to slip it into his pocket without being noticed, but Buffy spots it.

BUFFY: Wait, are those pictures of me?

The Queller attacks from the left, jumping onto Spike's face and knocking him to the ground. He cries out as he lands on the floor with the Queller on top of him, choking him. They struggle. Buffy grimaces and raises her knife, looking for an opening.

Spike's flailing foot kicks Buffy's hand and the knife flies away. Buffy winces in pain and makes an exasperated face.

The Queller turns and sees Buffy. It squeals and attacks her as she moves toward it. They slam against a wall and fall down with the Queller on top. Buffy punches it and throws it off her, starts to scramble backward on her butt, into the hallway toward the front foyer.

Spike picks up the knife and whirls around.
SPIKE: Buffy!

He throws the knife to her. She catches it just as the Queller knocks her down again and climbs on top of her. She stabs the knife into its back. It screams. Buffy stabs it again and again until it stops screaming and falls still. Buffy gasps and makes a pained face, rolling the Queller off of her, then lying back with a sigh.

Spike holds out his hand. Buffy takes it and he pulls her to her feet. Just as she rises, the door bursts open and Riley comes in, followed by the commandos. Spike and Buffy turn and see more commandos coming in the back door. The commandos yell random orders to each other.

Riley looks at Spike and Buffy apparently holding hands. Spike gives him a sour look.
RILEY: (to Buffy) Are you okay?

Buffy frowns at him, then rushes to the stairs.

SPIKE: (to Riley) You just missed a real nice time.

Riley looks down and sees the Queller lying dead with the knife in its back.

Buffy bursts into Joyce's bedroom.
BUFFY: It's gone. I killed it.
JOYCE: (relieved) Oh god.
DAWN: It's gone? You promise?
BUFFY: I promise. (Both Dawn and Joyce hug her, putting their heads on her shoulders. She puts her arms around them) Everything's all right. Everything's all right.

Cut to: exterior hospital, night. Ben comes down some stairs, walks over to a car, unlocks it and gets in, looking around nervously. As he closes the door, a voice speaks up from the back seat.
DREG: It's strange. (Ben looks up, startled, and looks at him in the rear-view mirror) A body might ask what exactly it is you think you're doing. He might ask what all this was meant to accomplish. Because to a humble postulant, it looks like chaos. Like unnecessary attention drawn where it ought not to be.
BEN: (angrily) Get out!
DREG: Sir.

Dreg gets out, stands by the driver's-side window.

DREG: Sir, forgive me. I just want to understand. Why summon the Queller?
BEN: What do you think? Because I'm cleaning up Glory's mess. Just like I've done my whole damn life.

He starts the car and drives off as Dreg watches.

Cut to hospital. A nurse is putting an IV in Joyce's arm as Buffy sits on the bed by her, holding her other hand. Joyce winces as the needle enters her arm. The nurse finishes and leaves. Buffy sighs.
JOYCE: Buffy, uh, (clears throat) I'm gonna ask you something, a-and if I'm, if I'm being crazy you just tell me, okay?
BUFFY: (nods) You got it.
JOYCE: The other day ... well, actually, I'm, I'm not sure when, the days seem to all bleed together...
BUFFY: It's not important.
JOYCE: No, I guess it isn't. I do know I was ... pretty out of it, and I had ... not-not a dream ... exactly, more like I had this ... knowledge, i-it just came to me like ....truth, you know? (Buffy frowns) Even though it didn't seem...possible, even though I shouldn't even think such things.
BUFFY: What?
JOYCE: That Dawn...

Buffy looks very startled.

JOYCE: She's not ... mine, is she?

Buffy stares at her mom, then looks down. She comes to a decision and looks Joyce in the eye.
BUFFY: No.

Joyce absorbs this for a moment.

JOYCE: She's ... she does belong to us, though.
BUFFY: Yes, she does.
JOYCE: And she's important. To the world. Precious. (Buffy nods) As precious as you are to me.

Buffy smiles and nods again. Joyce nods back.

JOYCE: Then we have to take care of her. Buffy, promise me. If anything happens, if I don't come through this-
BUFFY: Mom-
JOYCE: No, listen to me. No matter what she is, she still feels like my daughter. I have to know that you'll take care of her, that you'll keep her safe. That you'll love her like I love you.
BUFFY: (teary) I promise.
JOYCE: Good. Good.

They hug.

JOYCE: Oh, my sweet brave Buffy. What would I do without you?

Buffy hugs her mom tightly, looking as if she'd like to ask the same question.

Cut to Joyce on a gurney, being wheeled away. She has one arm up behind her head and she smiles down the hall as she moves backward.

Shot of Buffy and Dawn with arms around each other, watching. Behind them we can see Riley, Xander, Anya, Giles, Tara, and Willow. The camera moves back from them as if we see them from Joyce's perspective.

Shot of Joyce looking very calm as the nurses take her away.

Shot of the others watching. The camera continues to pull back from them and then fades to black.

Executive Producer: Joss Whedon.