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

GLORY: You keep refusing to tell me where the key is!
Monk talking to Buffy.
MONK: We had to hide the key ... made it human and sent it to you.
Buffy brushing hair back from Dawn's face.
BUFFY VOICEOVER: Dawn.
DAWN: What's wrong with Mom?
GILES VOICEOVER: Previously on Buffy the Vampire Slayer...
BUFFY: I don't know.
Riley talking to Xander.
RILEY: Buffy's like nobody else in the world. When I'm with her it's like, half of me is just ... on fire, going crazy if I'm not touching her. But she doesn't love me.
Riley talking to Buffy.
RILEY: I know you got a lot on your mind. You decide you wanna let me in on any of it, you let me know.
Riley in Willy's bar talking to Sandy.
SANDY: We ... could go somewhere else. Someplace more ... private.
RILEY: Ohhhh, Sandy, Sandy. My heart belongs to another. Besides, I don't go out with vampires.
Spike and Buffy kissing.
BUFFY: Spike. I want you.
SPIKE: God, I love you so much.
Spike sitting up in bed.
SPIKE: Oh god, no. Please no.
Buffy talking to Joyce.
BUFFY: Are you okay?
JOYCE: You know the nothing that I've been dealing with the last couple of weeks? I-it might not be nothing.
BUFFY: What is it?
JOYCE: I'm, uh, staying overnight at the hospital for observation. I'm getting a CAT scan.
Buffy sitting on the back steps crying, putting her face in her hands.

Fade in on hospital CAT scan room. Joyce lies on the machine, wearing a hospital gown. We see a glass window, behind which two technicians are standing. The machine makes noises as the part Joyce is lying on slides into it. Close-up on Joyce's face. She closes her eyes. Long shot of the machine. Close-up on Joyce's face again, her eyes open again. She closes them again.

Cut to Dawn fiddling with a bracelet on her right wrist. A hand comes into view and gives her a can of soda. It's Buffy. Dawn looks up at her. She sits down next to Dawn and opens her own can.

DAWN: What is a CAT scan exactly?
BUFFY: I don't know. It's some ... x-ray, I guess.
DAWN: Where do they get the CAT scan from? I mean, do they test it on cats or ... or does the machine sort of look like a cat?
BUFFY: Dawn, I'm really...
She stops herself as Dawn gives her an apprehensive look. Buffy puts her arm around Dawn and brings Dawn's head to rest on her shoulder. She kisses the top of Dawn's head.
Long shot of them sitting there in the hospital waiting room as various staff people walk by.

Cut to a telephone book, open to a page where we see a large advertisement for the Magic Box.
TARA VOICEOVER: "Your one-stop spot to shop for all your occult needs."
We see Tara and Giles standing behind the counter, looking at the ad.
TARA: Catchy.
GILES: Think so?
TARA: Uh-huh. In a ... hard to read sort of way, but I think it's great.
GILES: Oh.

Tara moves away as Giles studies the ad and soundlessly mouths the words to himself. The door opens and Anya enters, followed by Xander and Willow. Anya immediately begins straightening the merchandise on the shelves.

XANDER: I'm just saying, I think it's rude.
WILLOW: I wouldn't call it rude.
XANDER: Rude-ish. Rude-esque. Whatever you want to call it. When a person makes a "destroy all vampires" date, it's simple courtesy to wait for your co-destroyers. Am I right, Giles?
GILES: I'm almost certain you're not, but to be fair, I wasn't listening.
TARA: Oh, the-the new phone book's in with Mr. Giles' ad.

Anya races around the counter, shoving past Tara.

WILLOW: Oh, nice.
ANYA: Yay! Am I mentioned? (looking eagerly at the ad)
GILES: Not as such.
ANYA: (disappointed) Oh.
XANDER: Okay, we were supposed to hook up with Riley this morning, to take on a nest o'vamps holed up in a tomb? So we get there, and guess what? Tell him, Will.
WILLOW: Tomb go boom.
XANDER: Yep. Captain America blowed it up real good. All by his lone wolf lonesome.
GILES: Hmm, uh, rather reckless of him. (We see Anya still studying the ad.)
XANDER: I'd say very rather.
GILES: All that aside, I should think you'd be pleased to avoid the confrontation.
ANYA: That's what I've been saying. I mean, I for one didn't want to start my day with a slaughter. (Suddenly gets a look of realization on her face; excitedly) Which really just goes to show how much I've grown! (Smiles hugely. Willow and Tara grin at each other)
GILES: Yes, well, um, in any event, uh, since you're all here, Tara and I could use your help researching Buffy's mysterious woman.
XANDER: Oh yeah, this has been fruitful. Trying to look up something you ... never saw and don't know the name of.
ANYA: Just do what I do: flip through the pages and look busy.
WILLOW: It'd be nice if we knew where she was, where she's hiding out.
XANDER: No doubt lurking around some sewer or condemned church or rat-infested warehouse. You know, the usual haunts.

Cut to: a beautiful, well-appointed apartment. Glory reclines on a round bed surrounded by shoeboxes. A demon dressed in monk's clothing is kneeling on the floor, holding a scroll.
DREG: Most beauteous and supremely magnificent one, this dark spell I hold in my worthless and scabby hand is our gift to you, most tingly and wonderful Glorificus...
GLORY: (trying on a shoe) Please, call me Glory. And get up, looking at you is hurting my neck.
DREG: (gets up) Forgive me, shiny special one. I beg of you to rip out my inadequate tongue.
GLORY: (reaches out her hand) Gimme.

Dreg grins and walks forward, sticking out his tongue. Glory waits till he's close enough and then grabs the scroll.

DREG: Oh. (laughs nervously) I thought... (still laughing as Glory examines the paper) You should know, your elaborate marvelousness, that this dark incantation has been lost for eons...
GLORY: Uh-huh. (trying on another shoe)
DREG: And great dangers have been faced to...
GLORY: (sticking her leg straight up in the air) Does this pump make my ankle look bony?
DREG: No! No, no, your terrifically smooth one, it is the epitome of ankles. (Glory ignores him, trying on another shoe) To touch such an ankle would be - but I'm not touching. I'm backing away.

Glory kicks out her foot and the shoe flies off it, hitting Dreg in the forehead.
DREG: Ow! Thank you.
GLORY: Dreg, is it? (Gets up)
DREG: Yes. Dreg. Your creamy coolness has honored me by speaking my name. Your voice is like a thousand sweet songbirds that-
GLORY: (irritated) Yeah, I never tire of hearing that. Look, just so we're clear, the spell's gonna work, right? (Dreg nods anxiously. Glory turns and goes to the window, peeking around the curtain) I mean, nothing worse than a gift that doesn't work. Then I'd have to get all mad and kill you! (apologetically) It's this whole big thing.
DREG: It will work, your extremeness. Provided you have the other items you need.
GLORY: Don't worry. I'll have them all right.

She walks past him to where a copy of the phone book is sitting open to the page with Giles' ad. She tears out the page and smiles at it.
GLORY: I'll have it all.

Wolf howl. Opening credits.

Guest starring Clare Kramer, Charlie Weber, Kevin Weisman, William Forward, Amber Benson as Tara, and Kristine Sutherland as Joyce Summers. Written by David Fury, directed by Daniel Attias.

Act I

Exterior of the Summers house, day. Riley approaches the front door and finds it slightly ajar. He knocks and walks in.
RILEY: (calling) Hello? Buffy?

He takes off his jacket, then notices something on the floor and picks it up. It's a blanket. He frowns, looks up the stairs, drops both blanket and jacket and starts up the stairs.

Cut to: Spike holding a pink sweater up to his face and inhaling deeply. He lowers the sweater, sighing happily, then takes another sniff as Riley appears behind him.
RILEY: What are you doing in here?

Spike whirls around and we see he's in Buffy's bedroom. He quickly hides the sweater behind his back.
SPIKE: What, me? I was um ... uh ... what are *you* doing here?
RILEY: Looking for the girl who's gonna rip your arms off when she finds out you were in her bedroom. (Walks forward.)
SPIKE: Oh yeah? Well ... me too.

Riley glances down, makes a move toward Spike's hands. Spike flinches backward and tries to maneuver so Riley can't see what he's holding.

RILEY: (bemused) Were you ... were you just smelling her sweater?
SPIKE: (scoffs) No. (Riley glares at him) Well, yeah, all right, I did. It's a ... predator thing, nothin' wrong with it. Just ... know your enemy's scent, whet the appetite for a hunt. (He sniffs the sweater again) Ah, that's the stuff! Slayer musk, it's bitter and aggravating!

Spike presses the sweater against his face and makes angry growling noises. Riley snatches the sweater away from him, tosses it aside, then grabs Spike by the front of his shirt.
RILEY: Out.

As Riley hustles Spike out, Spike grabs a piece of lacy pink underwear from a drawer.

Riley hurries down the stairs, pulling Spike after him.
SPIKE: Hey, watch it! Easy, you're bruising the leather! (They reach the bottom of the stairs and Riley lets go) Look. I know for a bleeding fact the Slayer wouldn't mind me being here.
RILEY: Right. What's a little sweater-sniffing between sworn enemies.
SPIKE: Your girl in the habit of buying her enemies drinks? 'Cause she spent the better part of last night with me, (smugly) doing just that.
RILEY: 'Cause you guys are such tight pals.
SPIKE: Yeah.
RILEY: That's good. Tell me another.
SPIKE: Okay, how 'bout this one. Twice in recent memory, she's had the lover-wiccas do a deinvite on the house. Keep out specific vamps. Ever ask yourself why she's never taken my name off the guest list?
RILEY: (falters for a moment) Because you're harmless.
SPIKE: Oh yeah, right. (scoffs) Takes one to know, I suppose. Least I still got the attitude. (looking Riley up and down) What do you got, a piercing glance? Face it, white bread. Buffy's got a type, and you're not it. She likes us dangerous, rough, occasionally bumpy in the forehead region. (patronizingly) Not that she doesn't like you ... but sorry Charlie, you're just not dark enough.

Riley scowls, grabs Spike, opens the door and thrusts Spike out into the sunlight.

SPIKE: Hey ... Hey! Hey! Hey!
RILEY: Am I dark enough for you now?
SPIKE: Bloody pull me back in, you sod, I'm starting to sizzle!
RILEY: You don't know anything about Buffy, you never did. I'm the one who knows what she needs.
SPIKE: Oh yeah? That's why you're with her at hospital right now, giving her what she needs.
RILEY: (pulls Spike back inside) What are you talking about?
SPIKE: Don't you know, didn't she tell you?
RILEY: You tell me.
SPIKE: Mum's sickly. Buffy took her to the hospital for a bit of prod 'n probe. Bite-sized one went too. (needling) You know, it's-it's funny her not calling you about that. I've known since last night.

Riley grabs Spike and shoves him outside. Sizzling noises.
SPIKE: (OS) Blanket! Blanket!
Riley kicks the blanket out and slams the door. He leans against the banister looking conflicted.

Cut to Buffy in the hospital, pacing outside a door marked "Examination Room." She twiddles her fingers nervously and sighs. A hand appears and grabs her shoulder; she spins around.
BUFFY: (sighs) Riley.
RILEY: Sorry. I heard. I thought maybe you'd ... need ....
Buffy hugs him.
BUFFY: I do. I do. I'm glad. (pulls back) I just, I-I didn't ... I mean, until we knew what it was...
RILEY: I understand. How's she doing?

Buffy turns to look at the door.

BUFFY: Well, she just had a CAT scan. I was about to go in and find out. Will you ... sit with Dawn while I talk to Mom? She's in the waiting room.
RILEY: Yeah, yeah, you got it.

Buffy nods, sighs, turns away. Riley turns in the opposite direction.

Cut to Buffy entering a darkened room.
BUFFY: Hi.
We see Joyce and a doctor standing in front of a set of CAT scan images stuck on a lighted wall. They turn.
BUFFY: May I come in?
JOYCE: Oh, of course, baby, come on in. Uh, where's Dawn?
BUFFY: Uh, she's with Riley. They're watching TV in the waiting room.
DR. ISAACS: Excuse me, I'm just gonna check on the status of the OR. (Exits)
BUFFY: The OR?
JOYCE: Dr Isaacs says I'm ... lucky there's one available on such short notice. Some people wait for days, sometimes, weeks.
BUFFY: (softly) Mom, what did they find?
JOYCE: A shadow. I've got a shadow. (looks at the images on the wall) Somewhere ... over there ... he showed it to me, but, um ... they have to do a biopsy to find out exactly what it is.

Buffy looks upset. They hug.
JOYCE: (voice breaking) Doctor says it's too early to be concerned.
BUFFY: Right. (pulls back to look Joyce in the face) No concern.
JOYCE: Just a shadow.

They smile bravely at each other. Buffy turns to look at the images again.
WILLOW VOICEOVER: I just wish we knew what we were dealing with.

Cut to Magic Box. The table is spread with books, Xander, Tara, and Willow sitting around it.
WILLOW: It feels like we're going around in circles.

In the background we see Anya looking at bookshelves and a customer walking through the shop.
XANDER: Our circles are going around in circles. We've got dizzy circles here, Giles.

The customer walks up to the counter and hands Giles an item.
GILES: Ah, weeping buddha, shoulders your spiritual burden. (wraps the item) Makes a lovely paperweight too.
TARA: Maybe she's not in the books.
WILLOW: What do you mean?
TARA: I mean, what if she's not a demon or sorceress or spirit or whatever these books cover? (Giles looks over at her as he rings up the sale) What if she's something else altogether?
GILES: Thank you, come again. (Hands item to customer and comes out from behind counter toward the table) Something new, you mean?
TARA: (shakes head) Something old. So old it pre-dates the written word.
WILLOW: (thinks of something) Giles, the Dagon sphere. You said that was created to repel...
GILES: That which cannot be named. (removes glasses thoughtfully)
WILLOW: So I'm thinking maybe she...
GILES: Predates language itself?

Willow nods significantly. Xander looks puzzled.
XANDER: Well hey, if it means I don't have to read any more, woo! And might I add a big hoo!
GILES: If Tara's right, then we're blind. There's ... there's no way we can determine ... her moves, her habits, where she'll turn up next-

He turns around, putting his glasses back on, and is confronted by Glory. She has a few items in her hands.

GILES: Oh! I beg your-
GLORY: (abruptly) Uh-huh. (holds up items) I want these.
GILES: Yes, of course! (hurries behind the counter, taking the items) Um, you find everything all right?
GLORY: No problemo. (takes out her purse as Giles scribbles on a receipt)
GILES: That's, um...

Shot of Xander, Tara, and Willow sitting at the table, ignoring Giles and his "customer." Cash register noises. They continue looking at the books.

GILES: Your receipt. (Hands receipt to an impatient Glory) And ... (puts items in a paper bag) Thank you! (hands bag to Glory. She smiles and leaves. Giles watches her, smiling.)
GILES: (turns back to the others, removes glasses again) She could be anywhere. But if she is as powerful as, uh, Buffy says, I imagine it won't be long before she makes herself known.

Shot of the others sighing and turning back to the books.

Cut to hospital. Dawn is curled up asleep on an armchair. Riley drapes his jacket over her and crouches beside her. Across the room we see Buffy sitting and watching them. Riley comes over to sit next to her. She puts her head on his shoulder. He kisses the top of her head.

Suddenly Buffy sees the doctor approaching. She gets up and walks over to him, leaving Riley behind.
DR. ISAACS: Everything went fine, they're moving her into recovery now.
BUFFY: (nervous) Do we have the results yet?
DR. ISAACS: Let's, um, sit down over here for a minute.
BUFFY: No! (more quietly) Excuse me, no, I ... I don't mean to be rude, I just, I've been sitting for hours, I don't wanna sit. I just ... tell me, please.
DR. ISAACS: Your mother has ... the term is low-grade glioma. It's a brain tumor. The clinical name is oligodendroglioma. It's in the left hemisphere of the cerebrum. In your mother's case the tumor seems to have started there. In other words, it hasn't spread from another part of the body...

He keeps talking but his voice fades out as the camera zooms slowly in on Buffy's dismayed face. Blackout.

Act II

Fade back in on Buffy still listening to the doctor.

DR. ISAACS: I know this is very difficult, and, uh, because of the nature of your mother's illness ... unfortunately, things may progress very quickly.
BUFFY: Things? What things?
DR. ISAACS: Symptoms. There's a fair variety that might present. Loss of vision or appetite, lack of muscle control, uh, mood swings...
BUFFY: But what can we do?
DR. ISAACS: Well, not much, until we determine if the tumor's operable. Which we are working on. (Leads Buffy over to some chairs and they sit)
BUFFY: Is there something that I ... I mean ... can I help?
DR. ISAACS: Well, there's some literature you might want to look at. If we aren't able to go in surgically, there are a number of new treatments that are very promising. Your mother's prognosis is a lot better today than it would have been only a year ago. Even if the tumor's not operable, she has a real chance.
BUFFY: What's a real chance?
DR. ISAACS: Nearly one out of three patients with this condition does just fine. (Buffy sits back looking shocked. Camera stays on her face as the doctor continues.) Now, let me ask. Does your mother's insurance company require copies of the MRI and pathology reports?
BUFFY: I'm not sure.
DR. ISAACS: (OS) Well, just let me know as soon as possible. And I could use some information regarding your mom's lifestyle and home environment. For instance, does she use a cell phone?
BUFFY: (frowns) Uh, I think so. Uh, yeah, she um, she-she has one of those ear things.
DR. ISAACS: OK, is your house near any power lines, chemical plants, waste disposal facilities?
BUFFY: Uh ... I-I don't know. Maybe.
DR. ISAACS: Well, the more we know...
BUFFY: I'm sorry.

The doctor scowls and writes on his clipboard. Ben approaches and puts his hand on the doctor's shoulder.

BEN: Excuse me Doc, but they told me you're needed in ICU.
DR. ISAACS: Excuse me, Miss Summers. (Gets up)
BUFFY: (distracted) Uh, it's okay.

Isaacs leaves and Ben sits down next to Buffy.

BEN: Thought you looked like you needed a break. Guy's great, but he doesn't have the bone in his head that tells him when to back off.
BUFFY: You mean ... they, they didn't need him?
BEN: Well, I'm sure someone does somewhere, they always do. He really is a good doctor. Your mom's in good hands.
BUFFY: (smiles) Thank you. It's Ben, right?
BEN: Right.
BUFFY: He, um, he was just telling me that there's nothing I can do.
BEN: Yeah, I'm gonna tell you the same thing. Give yourself a break. Listen, your mom's gonna be unconscious for at least another six, seven hours.
BUFFY: A break?
BEN: Well, I just mean go out, get some air. Come back later on this evening, talk to the doc then if you want. My unsolicited advice of the day.

He leaves. Buffy leans her head back and sighs deeply.

RILEY: (OS) Buffy.
Riley approaches and Buffy gets up to hug him.
BUFFY: It's bad.
RILEY: I know.
BUFFY: I ... (grabs her coat and puts it on) I have to do something.
RILEY: Do something?
BUFFY: Yeah, like, you know, magic, like a healing spell.
RILEY: Buffy ... people get sick. I don't think magic-
BUFFY: That attitude's not helping. (Riley looks cowed) I have to try.
RILEY: Okay.
BUFFY: I need to talk to Giles. Uh, will you do me a favor and, and drop Dawn off at school, and tell her I'll meet her at the magic shop in an hour when she gets off?
RILEY: Of course, whatever you need me to do. (Buffy starts to leave) Buffy! (she stops) What do you want me to tell Dawn ... about your mom?

They both look at Dawn, still sleeping in the chair with Riley's jacket over her.

BUFFY: Tell her we don't know anything yet.
Riley nods. Buffy turns and leaves.

Cut to magic shop. Anya is looking through a pile of receipts. We see Xander in the background. Suddenly Anya stops and stares at a receipt.
ANYA: Hey. (louder) Hey! (shouting) HEY!

Xander turns to look at her. Anya holds up the receipt and waves it as Giles, Willow and Tara come rushing over. Giles wears a large false smile.
ANYA: HEY!!
GILES: Anya, your heys are startling the customers.
XANDER: And-and pretty much the state.
ANYA: You sold someone a Khul's amulet and a Sobekian bloodstone.
GILES: Yes, I believe I did. (takes receipt and examines it)
ANYA: Are you stupid or something?
GILES: Allow me to answer that question with a firing.
XANDER: She's kidding! (to Anya) An, we talked about the employee-employer vocabulary no-nos. That was number five.
ANYA: (grabs receipt back from Giles) You never sell these things together, ever! Bad news! Don't you know about the Sobekites?
WILLOW: Oh! I do. It was an ancient Egyptian cult, heavy into dark magic. (Anya nods)
TARA: And the Khul's amulet, wasn't that a transmogrification conduit?
ANYA: Damn straight!
GILES: Be that as it may, I still see no reason for concern. I mean, the-the Sobekian transmogrification spells were lost thousands of years ago. And besides, the young woman to whom I sold them would have to have had enormous power- (Stops suddenly.)
WILLOW: (quietly) Young woman?
GILES: Oh, dear lord.
Everyone looks alarmed except Xander, who looks confused.
XANDER: What?

Cut to a carousel whirling around, brightly lit, playing cheerful music. Pan down to Riley and Dawn sitting on a bench in front of it. Dawn is holding an ice-cream float, poking at it with her spoon, distracted.
RILEY: You're melting.
DAWN: Oh, um ... guess I'm not hungry.
RILEY: Maybe I'm not making this any better.
DAWN: No, I just ... this is better. (They smile nervously at each other and are quiet for a moment.) I had my tenth birthday party here.
RILEY: Really?
DAWN: Mm-hmm. We'd just moved to Sunnydale, and ... Mom rented the carousel for an entire hour for just me and my friends. (pauses) Except I hadn't made any friends yet, so ... it was just me and Mom and Buffy riding it by ourselves, over and over and over again... (Riley smiles) for the whole hour, just so Mom felt like we'd gotten our money's worth. (Pause, then Dawn speaks with her voice breaking) She's ... she's not gonna get better, is she?
RILEY: (leans toward her) Absolutely she will. Summers women are tough.
Dawn smiles.
DAWN: I'm really glad you're here.
RILEY: Thanks.
DAWN: Buffy's glad too.
RILEY: (smiles skeptically) Yeah?
DAWN: She sure cries a lot less with you than she did with Angel.
RILEY: (surprised) Angel ... made her cry a lot, huh?
DAWN: Everything with him was all ... (grimaces, makes claw motions with hands) eee, you know?
RILEY: All...?
DAWN: You know ... "my boyfriend's a vampire" crazy crazy. (Riley nods) Every day was like the end of the world. She doesn't get all worked up like that over you.
Riley looks stung, but tries not to show it. Dawn realizes she didn't say the right thing.
DAWN: I think you've been really good for her.
She smiles encouragingly. Riley tries to return her smile, but he doesn't really feel it.

Cut to magic shop.
BUFFY: So I figured there has to be some kind of mystical cure, right? I mean, like a, a potion, or a spell or something. We have to look.

During this speech the camera pans around the table showing us Anya, Xander, Tara, Buffy, and Willow sitting, and Giles standing, leaning with his hands on the table.

WILLOW: We can look ... I mean, we will, but ... I haven't seen anything.
GILES: The truth is, uh, the ... mystical and the medical aren't meant to mix, Buffy. Sorry, um .. .the human mind is very delicate. Too much can go wrong.
TARA: Yeah, I've heard stories about people trying healing spells ... if we did something, it could make things a lot worse, Buffy.
ANYA: We've done just about enough making things worse for one day, haven't we?

Everyone looks guilty except Buffy, who looks confused.

BUFFY: Why? What do you mean?
XANDER: Uh, nothing. Anya broke a ... bippity boppity boo. A thing. Don't worry about it.
ANYA: I did not! I didn't break-
GILES: Anya, Buffy doesn't need to hear about your ... clumsiness right now.
ANYA: (sighs) My clumsiness. I mean, that is so- (Willow and Xander give her meaningful looks. She looks at Buffy) ...like ... me. Slippery, slippery ... butterfingers.
BUFFY: (not fooled) What happened?
GILES: Nothing to concern you, uh-
BUFFY: Giles!
GILES: (sighs) The, uh, (embarrassed) demon woman was here, the one who attacked you.
Buffy looks alarmed.
WILLOW: It's no biggie, she-she just got an amulet and a bloodstone.
ANYA: That can create a monster.
WILLOW: Okay, biggie.
BUFFY: My god, are you guys okay though? I mean, did - no one got hurt, right?
GILES: Oh no, thankfully, no, uh, no violence to speak of.
BUFFY: Okay, so, that's good ... (not understanding why everyone looks guilty) How did she get away with this bad mojo stuff?

Pause. The others look at each other in embarrassment.

ANYA: (whispering) Giles sold it to her. (Buffy looks at Giles accusingly)
GILES: (defensive) I, I, I... I didn't know it was her! I mean, how could I? (sighs) If it's any consolation, I may have overcharged her.
TARA: Anya figured out what the demon lady's up to.
ANYA: Yeah, a few thousand years ago there was this cult, the temple of Sobek.
BUFFY: Sobek.
ANYA: Reptile demon. Sobekites were reptile worshippers.
XANDER: Just once I would like to run into a cult of bunny worshippers.
ANYA: (angrily) Great. Thank you very much for those nightmares.
XANDER: Sorry.
ANYA: Anyway, their high priest Khul had great mystic powers. He, um, forged an amulet with transmogrifying crystal.
WILLOW: Transmogrifying is changing a living thing into a different kind of thing.
GILES: We've managed to decipher the markings that were on the bloodstone that I sold - that she left with. Um, cobra. She's going to transmogrify a cobra.
BUFFY: Okay, so she's making a monster. What for? What does it do?
GILES: That's the part ... (clears throat) we're working on it.
BUFFY: Well, you keep working on it I'll go kill it. (gets up to leave)
GILES: Buffy?
BUFFY: (turns back) What? I'm going.
XANDER: Buffy, this chick creamed you last time.
BUFFY: That's because I wasn't ready for her last time. I am now.
WILLOW: But you-
BUFFY: But what? Will, I can't just sit here. I have to do something.
She leaves.

Cut to: exterior shot of the Sunnydale Zoo, day.
Cut to: inside the reptile building. Pan across a sign explaining the characteristics of the cobra. We see a cobra case with the snake inside. Pan back across to Glory looking at the case. She punches a fist through the glass, reaches in and grabs the snake. She holds it up to her face, smiling. The snake hisses. Glory hisses back(?). The snake's tail lashes angrily.
GLORY: Chill, worm. I'm gonna make you a star! (Laughs. We see Dreg watching, smiling.)

Glory takes the snake by the tail and lowers it into a large clay vase, head-first. Dreg watches anxiously, then hands her the amulet. She holds it in both hands, over the mouth of the vase.
GLORY: Chant!

Dreg opens the scroll and begins to chant in a foreign language. Titles at the bottom of the screen translate.
DREG: The form is vessel, rendered new. The base is stone, bathed in blood. The gem is fire and elements rarified...
GLORY: (speaks English) Sobek, grant the power ... (Dreg continues chanting) that it may mold this wretched creature ... that it may be reborn ... that it may serve ... (irritated) ah! Dark incantations! Always overwritten! (Dreg stops chanting, looks uncertainly at her) Why can't they just cut to the-

Suddenly Buffy tackles Glory from the side, slamming her into a wall.

BUFFY: Fight?
Buffy kicks Glory in the face.
GLORY: No fair- (Buffy kicks her again) attacking- (Buffy punches her in the stomach, then in the face) when I wasn't even looking! (Buffy grabs her head and begins slamming it against the wall) Ow! (She grabs Buffy's hand, removes it from her head, and slams Buffy into the wall.) No, this is no good. (Buffy rises and tries to punch her again; Glory grabs Buffy's arm and pulls it behind her) I'm out of the moment... (braces her other hand against Buffy's shoulder) and you're not giving me anything I can use. Dreg! I'm not hearing chanting! (Punches Buffy in the face, then slams her against the wall)

DREG: (OS) Yes, Glory. (resumes chanting)

Glory lifts Buffy to her feet again.
GLORY: Hey, hey. Work with me here. (Flings Buffy backward against another wall. She slides down to sit on the floor.) There! (grabs Buffy's hair and knees her in the face) That feels more real, don't you think? (Pulls Buffy up and flings her against another wall. Buffy lands upside down and stares, gasping, as Glory approaches. She grabs Buffy by the throat and lifts her up again.
GLORY: Even if I do have to carry your performance.

She throws Buffy across the room. Buffy crashes through the glass into the snake case.
GLORY: (throws up her arms) Scene!
DREG: Cir hayyan win-hud!
GLORY: (walking toward the vase) Arise. (louder) Arise.
DREG: Cir hayyan win-hud!
GLORY: (annoyed) Arise!

The vase rocks wildly back and forth. Suddenly it explodes as the creature bursts out of it. It looks like a very large snake, but with arms. It hisses and sways back and forth.
DREG: He is arisen!
GLORY: 'Bout damn time! (Smiles. Blackout.)

Act III

Fade in on the reptile house. Dreg and Glory watch the creature arising. Buffy picks herself up and climbs out of the cage, unnoticed.
GLORY: Spawn of Sobek!

The creature turns toward her and approaches. She smiles and puts her hands on its face.

GLORY: The power is yours ... (We see Buffy leaving) to see what is unseen. To find what is shrouded in shadow. Already, you know what I seek. I have given you form, now find for me the key. Seek it out in the holy places. (The creature hisses) Yes, yes, yes! Let your vision guide you to its hiding place, and then return to me and tell me where it lies.

Her smile fades as the creature continues to stare at her.
GLORY: Now would be good.

She smiles again and claps her hands as the creature turns away.
GLORY: (giggles) Fun, fun, fun!

Cut to magic shop. Giles talking to a customer.
GILES: Aleister Crowley Sings? Um, sadly, no, I-I don't carry that, but I do have some very nice whale sounds. (Sees Riley entering) Oh, excuse me for a moment.

Giles walks toward Riley. We see Xander also getting up and coming to join them.
RILEY: Where's Buffy?
GILES: Um, she-she left a while ago.
RILEY: What? (sighs) Where?
XANDER: That creepy demon woman's conjuring some kind of monster.
RILEY: And you let Buffy go after her? Alone?
GILES: Uh, "let" isn't really a factor when she sets her mind to something, you know that. (He sees a customer approaching the counter and hurries off.)
RILEY: (to Xander) She'll get herself killed. It's crazy.
XANDER: Yeah. Crazy. Going off alone, half-cocked, instead of waiting for much-needed backup ... charging in with a big old hand grenade ... oh, wait.
Riley looks a little guilty.
RILEY: This is different.
XANDER: Yeah, it is. Buffy needs something she can fight, something she can solve. I don't know what kind of action you're looking for ... (looks closer at Riley) Do you?
Riley stares at him, then looks away.
XANDER: Hey, I'm not trying to get-
RILEY: It's cool.
XANDER: You okay?
RILEY: (nods) Just a little crazed.
XANDER: I hear ya.
RILEY: (moving toward the door) If, uh, she needs me... (He shrugs and leaves.)

Cut to: exterior shot of a church.
Cut to: interior of church. Pan across a statue of Jesus on the cross. Pan down. We see the snake creature moving through the church, hissing. Its eyes are yellow.

Cut to Magic Box. Giles hands something to a customer as the phone rings. He moves to answer it.
GILES: Magic Box, your one-stop spot to shop for-
BUFFY: (on phone) Giles, it's me.
GILES: Buffy! You all right?

Cut to Buffy in the hospital, on a pay phone.
BUFFY: No, I'm really not. (takes an ice-pack from a nearby rack of medical supplies; sighs) I-I couldn't stop her. I couldn't even slow her down.
GILES: Where are you?
BUFFY: (puts the ice-pack inside her jacket, on her shoulder) Sunnydale Memorial.
GILES: Are you badly hurt? I'll, I'll come right over.
BUFFY: No. No, I-I just wanted to warn you that that thing she conjured, it's loose -- it's a big snake thing. Not mayor big, but it's pretty (winces) lethal looking.
GILES: Do you know why she raised it?
BUFFY: I don't know yet.
GILES: I'll warn the others. We'll get weapons, we'll fan out-
BUFFY: Wait. What time is it?
GILES: (looks at his watch) Half past four, why?
BUFFY: School's out. Dawn's on her way over to you. Giles-
GILES: Understood. We'll keep her safe here until you arrive.
BUFFY: Thanks. And Giles...
GILES: Yes?
BUFFY: Dawn's kind of fragile right now. About Mom. She doesn't know how bad it is.
GILES: We'll not say a word.
BUFFY: (sighs) Well, my mom's gonna wake up soon, and I should ... be there when the doctors tell her.
GILES: She's in good hands, Buffy. There's really nothing else you can do.
BUFFY: Okay. Bye.
GILES: Bye.
They hang up.
Buffy walks off through the hospital halls, possibly limping a little.

Begin slow piano music without words.

Shot of Riley drinking in Willy's bar.
Shot of Buffy sitting in the hospital, waiting.
Shot of Dawn sitting at the table in the magic shop, trying to do homework but unable to concentrate.

Cut to bar. Sandy walks over to sit next to Riley. He looks at her.

Cut to hospital. Buffy sits on the hospital bed next to Joyce as the doctor talks. Joyce reacts to the news, turning her head away, then composes herself and turns back as she puts on a brave smile for Buffy.

Cut to a dark room where Riley and Sandy are alone. Sandy smiles up at Riley and runs her hands over his chest, pushing his jacket aside. Shot of Riley's face as Sandy kisses his neck. She pulls back and we see she's in vampire face. Riley looks a little apprehensive as he moves his head aside, exposing his neck. Sandy leans forward to bite him.
Riley jerks in pain as Sandy bites him, then slowly he relaxes as she begins to drink. He closes his eyes and puts one hand on the back of her head.
Suddenly he thrusts her away forcefully. Shot of Sandy staring at him, then she crumbles to dust.
Shot of the stake in Riley's hand. Pan up to his face. We see blood running down his neck from the bite marks. He looks a little shaken.

Cut to the snake creature moving across grass, night. It slithers up to the carousel, sees the bench where Riley and Dawn sat earlier. It hisses, its tongue flickers and its eyes glow red for a moment. It moves off.

Cut to exterior shot of the Magic Box. A customer exits holding a bag. Buffy walks up to the door, pauses, and enters.
Cut to inside. Giles is yawning and putting on his suit jacket. Willow is at the counter reading a book, looking tired. Buffy walks in. Dawn sees her and jumps up from the table. We see Xander and Anya in the background as Dawn walks quickly over to Buffy. They hug.

DAWN: Is she awake yet?
BUFFY: Yeah. She's waiting for us.
Dawn pulls back to look Buffy in the face.
DAWN: Can we take her home now?
Buffy tries to smile, brushes hair back from Dawn's face.
BUFFY: We'll see. Go get your stuff.

Willow and Giles watch with concern. Dawn turns away to gather her stuff.
BUFFY: (sighs, speaks quietly to Willow and Giles) So, any monster reptile sightings?
GILES: None.
WILLOW: Tara and I did a mini-patrol earlier, but biggie snake was nowhere to be-

Suddenly the snake creature bursts in through the display window. Everyone turns as it slithers inside and rears up, looking at them. Dawn is in the forefront. The snake smacks a display case with one arm and it topples over onto Buffy, knocking her to the floor. The snake moves toward Dawn, who screams continuously as it looms over her. Its eyes glow red again. Dawn continues screaming as Buffy struggles to get out from under the case, and the snake stares at Dawn. Then it turns and slithers quickly back out the way it came in. Blackout.

Act IV

Fade back in on the magic shop. Tara and Willow get up from behind the counter as Xander rushes over to Dawn.
XANDER: Dawn, you okay?
WILLOW: Why was the big snake afraid of Dawn?

Giles rushes up to Buffy as she frees herself from under the case and stands up.
BUFFY: (whispers) It knows!
She turns and runs out. Giles runs after her.

Buffy runs out into the street and stops to stare. Overhead shot of the city street as the huge snake slithers down the middle of the street and people run out of its path. A car comes around the corner and screeches to a stop as the creature moves past it. People scream.

Buffy starts to run after the creature. Giles comes out of the magic shop, sees her running, and moves off in another direction.

Shot of the snake moving down an alley with Buffy running after it. Buffy turns as Giles' convertible comes around the corner and screeches to a stop beside her. She jumps in and Giles burns rubber after the creature. As they round a corner, the creature uses its tail to shove a dumpster out into the car's path. Giles swerves to avoid it and crashes into a pile of garbage bags. Giles struggles to shift into reverse.
BUFFY: I've gotta stop this monster before it gets back to Glory.
GILES: Glory?
BUFFY: That's what he called her. Giles, she's gonna know Dawn's the key if we don't-
GILES: We will.
Giles backs the car out and they resume the chase.

Cut to: Exterior shot of Glory's apartment building.
DREG: (OS) Please! Please, mistress!

Cut to inside the apartment. Dreg is cowering as Glory throws shoeboxes at him.
DREG: Perturbed, yet ultimately merciful-
Glory sweeps a pile of shoeboxes off the sofa in annoyance.
DREG: Please, don't-
GLORY: What is taking so long, Dreg? You told me snakey-wakey would find my key. Now why isn't he back here with a beautiful message for me?
DREG: I grovel like a bug, most silky and effervescent Glorificus- (She throws more shoeboxes at him) Glory! Glory. Your most fresh and cleanness, it's just a matter of time.
GLORY: (angrily) Ohh! Everything takes time! What about my time? Does anyone appreciate that I'm on a schedule here? (Dreg nods nervously) Tick, tock, Dreg! Tick frickin' tock!

Cut to the snake slithering down darkened streets with Giles' car in pursuit. They careen around a corner and nearly slam into another car. The snake tears down a section of fence that's covered with a tarp, and moves off past it as Giles' car passes the fence with a screech of tires. Giles reverses back into view, and Buffy leaps out of the car and runs through the broken fence, past picnic tables, across a wide expanse of grass.

We see Buffy running across the grass after the snake; she seems to be tiring. The creature knocks over a sign reading "Bike path, closed after dusk." Buffy pauses to grab a piece of chain from another section of fence as the snake flees into a more wooded area. Buffy leaps up onto a large rock as the snake passes around it. She leaps off the rock and lands on the snake's back, looping the chain around its neck. The snake rears up and thrashes, trying to throw her off, but she holds on, tightening the chain around its neck and riding it like a wild horse. It bucks and fights but finally goes still as a gray film comes down over its eyes. Buffy frowns and lets go of the chain, which drops to the ground.

Suddenly the gray film slides aside and the snake rears up again, throwing Buffy off. She flies backward and lands on her back in the grass. The snake turns to growl at her as she gets up. She punches it in the face, making it reel backward. She climbs on top of it and begins punching it in the face, over and over. We see the tip of its tail thrashing and finally lying still as the creature dies. Buffy continues to punch it, grunting with each blow.

Long shot of Buffy crouching over the dead creature and still steadily punching it. Pan up across lawn and trees, and we see the apartment building looming up behind the trees.

Cut to a closer shot of the building with Glory in one of the windows, looking out. Zoom in on her as she frowns and looks from side to side, then lets the curtain drop back over the window as she moves away.

Cut to Joyce's hospital room. Buffy stands beside the bed.
BUFFY: You want me to stay?
JOYCE: No, I'm fine. I-I think I should ... talk to Dawn alone.
BUFFY: (nods) Okay.
JOYCE: Oh. Do I have bad hair? (puts hands to her head) I don't look like scary mom, do I?
BUFFY: (smiles) No. You look beautiful. (She brushes some hair back from Joyce's forehead. Joyce smiles bravely.)
JOYCE: Okay. Let's do this. (puts her hand on Buffy's arm) Stay close.
BUFFY: (puts her other hand over Joyce's) I will.

Buffy turns and goes to the door, lets Dawn in. Dawn smiles nervously and walks over to hug Joyce. Buffy pauses in the doorway to watch them embrace.
RILEY: (OS) Buffy...

Buffy leaves the door slightly open, turns to walk toward Riley. He's wearing a turtleneck sweater.
RILEY: You okay? You look pretty beat up.
BUFFY: (nods) Minimal damage of the fighting kind. It's all the other kind.
RILEY: Come here.
He hugs her.
RILEY: It's okay. Just let it out. I'm right here.
BUFFY: I can't. (sniffles, pulls back) Not now. (glances toward the hospital room) They need me. If I start now ... I won't be able to stop.

She bites her lip and we see tears in her eyes. Riley starts to lift his hand to her face.
JOYCE: (OS) Buffy?
Buffy turns and walks back to the hospital room door, wiping her eyes. Riley watches her enter the room and close the door behind her.

Long shot of Riley standing in the hallway, putting his hands in his pockets. Blackout.
Executive Producer: Joss Whedon.