Innocence

Prologue
Spike's warehouse. The Judge is kneeling in a corner facing a bunch of storage racks. Spike wheels into view and stops about twenty feet from him. He pushes himself a few feet closer and turns around.

Spike: I'm not happy, pet. Angel and the Slayer are still alive. They know where we are, they know about the Judge. We should be vacating.

Drusilla: (walks up to him) Nonsense. (takes his hand) They'll not disturb us here. My Angel's too smart to face the Judge again.

Spike: (glances over his shoulder) What's Big Blue up to anyway? He just sits there. (looks away)

Judge: I am preparing.

Spike: (rolls his eyes) Yeah. (turns and wheels over to him) It's interesting to me that 'preparing' looks a great bit like sitting on your ass. (facing him) When do we destroy the world already?

Judge: My strength grows, and with every life I take it will increase further.

Spike: So let's take some. I'm bored.

Drusilla starts moaning.

Spike: (looks back at her) Dru?

Drusilla collapses to the floor and begins to cry.

Drusilla: Angel...

Spike: (concerned) Dru? (rolls to her) What is it? (stops by her) Dru!

The camera pans around to her face.

Spike: Darling... Do you see something?

Her crying gives way to an evil smile.

Cut to Angel's apartment. Buffy stirs in his bed and reaches over for him. She opens her eyes, suddenly wide awake when she doesn't find him there and looks around. She sits up in bed. Outside it's still raining hard, and lightning strikes. She looks around the room again, but Angel is nowhere to be seen.

Buffy: Angel?

Cut outside to the alley. The rain has let up. Angel falls to the pavement and props himself up on his hands.

Angel: Buffy...

He can't hold himself up and collapses to the ground.

Angel: (frightened) Oh, no.

A hooker standing in a doorway sees him and slowly walks over to him.

Hooker: Hey. You okay? (bends down to look at him) You want me to call 911?

Angel: (suddenly stands up) No. The pain is gone.

Hooker: You sure?

Angel: Yeah.

He spins around, game face on, grabs her and violently bites her on the neck to feed. He drops her dead body, tilts his head up and blows out the smoke he's just inhaled through her neck from her lungs.

Angelus: I feel just fine.

Opening credits roll. Buffy's theme plays.

Part 1
The kitchen at Buffy's house. She quietly opens the kitchen door, looks around, comes in and carefully closes it behind her. She keeps an eye out for her mother as she goes around to the stairs. Once there she starts up, stomping rather loudly, and her mother hears her.

Joyce: (off camera) Morning.

Buffy stops her ascent and comes back down a few steps. Her mother comes over to the base of the staircase.

Buffy: Morning.

Joyce: So, did you have fun last night?

Buffy: Fun?

Joyce: At Willow's.

Buffy: Yeah. (smiles) Yeah, fun at Willow's. You know, she's a fun machine.

Joyce: You hungry?

Buffy: No. Uh, no, I-I'm, uh, just gonna go take a shower.

Joyce: Well, i-if you hurry, I'll run you to school.

Buffy: Thanks.

Joyce folds her arms and looks up at Buffy curiously.

Joyce: Is something wrong?

Buffy's eyes go wide, but she quickly regains her composure.

Buffy: No. (shakes her head) What would be wrong?

Joyce: (staring) I don't know. You just look...

She shakes her head, smiles and goes into the dining room. Buffy breathes a sigh of relief and heads up the stairs.

Cut to the library. Xander walks in. Giles looks up at him.

Xander: Well, the bus depot was a total washout. And may I say what a lovely place to spend the night. What a vibrant cross-section of Americana.

Jenny and Willow look at him concerned. Cordelia sitting on the counter also looks worried.

Giles: No vampires transporting boxes?

Xander: No, but a four-hundred-pound wino offered to wash my hair. (looks at everyone) What's up? Where's Buffy?

Willow: She never checked in.

Giles: If the bus depot is as empty as the... docks and the airport...

Xander: Do you think this Judge guy's already been assembled?

Giles: Yes.

Xander: Then Buffy could be... Okay, we gotta find 'em. (thinks) Um, we gotta go to that place, that, uh, that factory. That's where they're holed up, right? (looks back at Willow and Jenny) Let's go.

Cordelia: And do what? Besides be afraid and die.

Xander: Well, nobody's asking you to go, Cordelia. If the vampires need grooming tips we'll give you a call.

Giles: Cordelia has a point. Now, i-i-if Buffy and Angel were, were... harmed, then we don't stand to fare much better.

Xander: Yeah? Well, those of us who were born with feelings are gonna do something about this.

Jenny: Xander.

Willow: No, Xander's right! My God, you people are all... Well, I'm upset, and I can't think of a mean word right now, but that's what you are, and we're going to the factory! (starts out)

Xander: Yeah! (follows)

Just then Buffy comes into the library.

Willow: Buffy!

Xander: We were just going to rescue you.

Willow: (throws Giles a look) Well, some of us were.

Giles: Well, I-I would have.

Jenny: Where's Angel?

Buffy: He didn't check in with you guys?

Giles: No.

Cordelia: (slides off the counter) What happened?

Giles: The Judge, i-is he...

Buffy: No assembly required. He's active.

Giles: (whispers) Oh, damn it. (removes his glasses)

Buffy: He nearly killed us. Angel got us out.

Giles: Why didn't you call? We, we, we thought...

Buffy: Well, we, we had to hide. Uh, we got stuck in the sewer tunnels, and with the hiding, we just split up... Uh, no one's heard from him?

Willow: I'm sure he'll come by.

Buffy: Yeah, I'm, I'm sure you're right.

Giles: Buffy, the Judge, we, we must stop him.

Buffy: I know.

Giles: What can you tell us?

Buffy: Not much. I, um... I kicked him. It was just like a sudden fever. If he'd got his hands on me...

Giles: In time, he won't need to. The stronger he gets, he'll be able to reduce us to charcoal with a look.

Buffy: Also, not the prettiest man in town.

Giles: I better continue researching, must look for a weak spot. The rest of you should get to your classes.

Jenny: Yeah, I better go, too.

They all start out. Buffy is the first one out the door.

Xander: Yeah, yeah, yeah. (holds the door open)

Willow: Buffy, wait up!

Jenny: (stops on the way out) (to Giles) I'll, uh, go on the 'Net and search for anything on the Judge.

Giles: Thank you.

Xander: After classes I'll come back and help you research.

Cordelia: (pats him as she walks out) Yeah, you might find something useful if it's in an 'I Can Read' book.

Xander looks like he's ready to kill her.

Cut to the halls by the stairs. Buffy is about to go up when Willow catches up and stops her.

Willow: You don't think Angel would have gone after the Judge himself, do you?

Buffy: No, he'd know better than that. Maybe he just needed... I don't know. I just, I wish he'd contact me. I need to talk to him.

They start up the stairs. Jenny looks around the corner and watches them go up.

Cut to Spike's warehouse. Drusilla is laid out on her back on the big table. Spike wheels himself around to her. She looks up at the ceiling blissfully.

Spike: (smiles) Are we feeling better, then? (leans on the table)

Drusilla: (sighs) I'm naming all the stars.

Spike: You can't see the stars, love. That's the ceiling. Also, it's day.

Drusilla: I can see them. But I've named them all the same name. (tilts her head to him) And there's terrible confusion.

Spike: Did you see any further? Do you know what happens to Angel?

Angelus: (appears at a side door) Well, (clears his throat) he moves to New York and tries to fulfill that Broadway dream. It's tough sledding, but one day he's working in the chorus when the big star twists her ankle.

Spike: You don't give up, do you?

Angelus: (slowly comes over) As long as there's injustice in the world, as long as scum like you is walking... (notices the wheelchair) well, rolling the streets... I'll be around. (stops a few feet away) Look over your shoulder. I'll be there.

Spike: Uh, yeah. Angel, um... look over *your* shoulder.

Angelus turns around, and the Judge puts his hand on his chest.

Spike: Hurts, doesn't it?

Angelus: (looks back) Well, you know, it kinda itches a little.

Spike: (to the Judge) Don't just stand there. Burn him.

Angelus: Gee, maybe he's broken.

Spike: (to Drusilla) What the hell is going on?

Drusilla's face takes on a look of realization.

Judge: This one... cannot be burnt. He is clean. (removes his hand)

Spike: Clean? You mean, he's...

Judge: There's no humanity in him. (turns and goes)

Angelus: (faces Spike) I couldn't have said it better myself.

Drusilla: Angel.

Angelus: Yeah, baby. I'm back.

Part 2
Spike's warehouse.

Spike: Is it really true?

Angelus: It's really true. (laughs and walks around the table)

Drusilla: (follows him with her gaze) You've come home.

Spike: No more of this 'I've got a soul' crap? (follows him)

Angelus: What can I say, hmm? (strikes a match on the table) I was going through a phase. (lights a cigarette)

Spike: This is great! This is so great!

Drusilla: (walks on the table waving her arms) Everything in my head is singing! (Angelus laughs) We're family again. (Angelus helps her off of the table) We'll feed. Grrr. (turns to Spike) And we'll play. (leans in to him)

Spike: I've got to tell you, it made me sick to my stomach seeing you being the Slayer's lap dog.

Angelus growls and grabs Spike by the shirt. Then he kisses him on the forehead and steps back. Spike busts up laughing. Angelus and Drusilla join in.

Drusilla: How did this happen?

Angelus: You wouldn't believe me if I told you.

Spike: Oh, who cares? What matters is now he's back! Now it's four against one, which are the kind of odds I like to play.

Drusilla: (leans toward Angelus) Psst. We're going to destroy the world. Want to come?

Angelus: (plays with his cigarette) Yeah. Destroying the world. Great. I'm really more interested in the Slayer.

Spike: Well, she's *in* the world, so that should work out.

Angelus: Give me tonight. Hmm?

Spike: What do you mean?

Angelus: Lay low for a night. I guarantee you by the time you go public she won't be anything resembling a threat.

Spike: You've really got a yen to hurt this girl, haven't you?

Angelus: She made me feel like a human being. That's not the kind of thing you just forgive.

Cut to the library. Cordelia walks by the counter looking through a book. Xander is lying on top of the counter, also studying a book. Giles is in his office reading through yet another book. Willow is on the phone with Buffy.

Willow: Ok. No, no, he didn't, but I'm sure he'll... Well, Buffy, he probably has some plan, and he's trying to protect you. Well, I-I don't know what. I'm not in on the plan. It's his plan. No. Don't even say that! Angel is not dead.

Xander: Say 'hi' for me.

Willow: (into the phone) Yeah, of course we'll be here. Okay, bye. (hangs up) (to Xander) Say 'hi' for me?

Xander: What's the word?

Willow: She's checked every place she can think of. She even beat up Willy the snitch a couple of times. Angel's vanished.

Giles: (standing in his doorway) But he does do that on occasion, no?

Willow: Oh, yeah, but she's extra wigged this time. I guess 'cause of her dreams. God, what if something really happened to him?

Giles: Is she gonna join us here?

Willow: Yeah. She's just stopping at home first.

Xander slams his book shut and jumps off of the counter.

Xander: Nada.

He heads for the stacks with it. Cut to the stacks. Xander finds Cordelia on his way to return the book to its place on the shelves.

Xander: Did you find anything? (shelves the book)

Cordelia: This book mentions the Judge, but nothing useful. Big, scary, no weapon forged can stop him, took an army to take him down. Blah, blah, blah.

Xander: We need some insight, a weak spot.

Cordelia: Well, we're not gonna find it here.

She shelves the book as Xander comes over to her. She turns to face him.

Xander: Sorry I snapped at you before.

Cordelia: Well, I'm reeling from that new experience.

Xander: I was crazed. I wasn't thinking.

Cordelia: I know. You were too busy rushing off to die for your beloved Buffy. You'd never die for me.

Xander: No, I might die *from* you. Does that get me any points?

Cordelia: No.

Xander: Come on, can't we just kiss and make up?

Cordelia: I don't wanna make up. (he starts to go, but she stops him) But I'm okay with the other part. (smiles)

Xander smiles back and they start to kiss. After a few moments Cordelia giggles and smiles and they pull apart. Willow is standing behind them, completely confused and upset.

Xander: Willow, uh...

She darts off. Xander runs after her.

Xander: We were just... Willow! Willow!

Cordelia realizes they've been found out and begins to consider the implications.

Cut to the halls. Willow comes running out of the library. Xander is right behind her.

Xander: Willow, come on!

Willow: (stops and confronts him, shaking her finger) I knew it! I knew it! Well, not 'knew it' in the sense of having the slightest idea, but I knew there was something I didn't know. You two were fighting way too much. It's not natural!

Xander: I know it's weird...

Willow: Weird? It's against all laws of God and Man! It's (disgusted) Cordelia! Remember? The, the 'We Hate Cordelia' club, of which you are the treasurer.

Xander: Look, I was gonna tell you.

Willow: Gee, what stopped you? Could it be shame?

Xander: All right, let's overreact, shall we?

Willow: But I'm...

Xander: Willow, we were just kissing. It doesn't mean that much.

Willow: No. It just means that you'd rather be with someone you hate than be with me.

She runs from the hall, leaving Xander just standing there to consider her words. He reluctantly turns to go back into the library.

Cut to the Summers house. Buffy comes up the walkway to the porch. She looks at her door a moment, then turns and goes away. Cut to Angelus' apartment. Buffy opens the door, comes in and closes it behind her. She walks over to the bed and sees it's been made. One of his shirts is laid out on it. She goes over to the bed and reaches for the shirt. Behind her Angelus steps over to a statue, picks up a necklace hanging from it and puts it on. Buffy turns and sees him.

Buffy: Angel! (runs to him)

Angelus: Hey!

Buffy: Oh!

Angelus: Hey.

She kisses him and they hug.

Buffy: Oh, my God! I was so worried!

Angelus: I didn't mean to frighten you.

Buffy: Where did you go?

Angelus: Been around.

Buffy: Ohhh. Oh, my God! (hugs him again) I was freaking out! You just disappeared.

Angelus: What? I took off. (goes to his bed for the shirt)

Buffy: (confused) But you didn't say anything. You just left.

Angelus: (pulls on the shirt) Yeah. Like I really wanted to stick around after that.

Buffy: What?

Angelus: You got a lot to learn about men, kiddo. Although I guess you proved that last night.

Buffy: What are you saying?

Angelus: Let's not make an issue out of it, okay? (goes for his coat) In fact, let's not talk about it at all. (pulls it on) It happened.

Buffy: I, I don't understand. Was it m-me? (meekly) Was I not good?

Angelus: (laughs) You were great. Really. (snidely) I thought you were a pro.

Buffy: How can you say this to me?

Angelus: Lighten up. It was a good time. It doesn't mean like we have to make a big deal.

Buffy: It *is* a big deal!

Angelus: It's what? Bells ringing, fireworks, a dulcet choir of pretty little birdies? (laughs) Come on, Buffy. It's not like I've never been there before.

He reaches his hand up to her face and she jerks back.

Buffy: Don't touch me.

Angelus: (shakes his finger at her) I should've known you wouldn't be able to handle it. (starts to go)

Buffy: Angel! (he stops and faces her) (teary-eyed) I love you.

Angelus: (points coolly at her) Love you, too. (turns away) I'll call you.

He goes out the door. Buffy can only watch him go, extremely upset and confused.

Cut to Enyos' hotel room. He lectures Jenny.

Enyos: You know what it is, this thing vengeance?

Jenny: Uncle, I have served you. I have been faithful. I need to know...

Enyos: (interrupts) To the modern man vengeance is a verb, an idea. Payback. One thing for another. Like commerce. Not with us. Vengeance is a living thing. It passes through generations. It commands. It kills.

Jenny: You told me to watch Angel. You told me to keep him from the Slayer. I tried. But there are other factors. There are terrible things happening here that we cannot control.

Enyos: We control nothing. We are not wizards, Janna. We merely play our part.

Jenny: Angel could be of help to us. I mean, he may be the only chance we have to stop the Judge.

Enyos: It is too late for that.

Jenny: Why?

Enyos: The curse. Angel is meant to suffer, not to live as human. One moment of true happiness, of contentment, one moment where the soul that we restored no longer plagues his thoughts, and that soul is taken from him.

Jenny: Then, if somehow, if... if it's happened... then Angelus is back.

Enyos: I hoped to stop it. But I realize now it was arranged to be so.

Jenny: Buffy loves him.

Enyos: And now she will have to kill him.

Jenny: (stands up) Unless he kills her first! Uncle, this is insanity! People are going to die.

Enyos: Yes. It is not justice we serve. It is vengeance.

Jenny: (exhales and grabs her coat and bag) You are a fool. We're all fools.

Her uncle just watches her go and shakes his head.

Cut to the lounge at school. Willow comes down the hall. Xander comes out of the bathroom, sees her there and jogs over to her.

Xander: Will.

She hugs her arms around herself and turns to face him.

Willow: Hey.

Xander: Where'd you go?

Willow: Home.

Xander: I'm glad you came back. We can't do this without you.

Willow: Let's get this straight. I don't understand it, I don't wanna understand it, you have gross emotional problems, and things are not okay between us. But what's happening right now is more important than that.

Xander: Okay.

Willow: (drops her arms) What about the Judge? Where do we stand?

Xander: On a pile of really boring books that say exactly the same thing.

Willow: Lemme guess: 'no weapon forged.'

Xander: 'It took an army.'

Willow: Yeah, where's an army when you need one? (looks at Xander) What?

Xander: (looks thoughtful) Whoa. Whoa! I... I think I'm having a thought. Yeah, yeah, yeah, that's a thought. Now I'm having a plan.

The lights suddenly go out.

Xander: Now I'm having a wiggins.

Willow: What's going on?

Xander: Let's get to the library.

Angelus: (appears behind them) Willow. Xander.

They turn to look.

Xander: Angel.

Willow: Thank God you're okay. Did you see Buffy?

Angelus: Yeah. What's up with the lights?

Xander: I don't know. Listen, I think I have an idea.

Angelus: Forget about that now. I... I got something to show you.

Willow: Show us?

Angelus: Yeah. Xander, go get the others.

Xander: Okay. (runs off)

Angelus: And Willow. Come here.

Willow: (slowly walks toward him) What is it, Angel?

Angelus: It's amazing.

Cut to Xander running for the library. Suddenly he stops and turns around, realizing something is wrong.

Cut to the lounge area. Jenny appears in the hall opposite Angelus holding up a cross.

Jenny: Willow, get away from him.

Willow: (stops and looks at her) What?

Jenny: Walk to me.

Willow: What are you talking about? It's Ang...

Angelus has sneaked up behind her and grabs her by the throat. She lets out a frightened yelp. Xander comes running through the door from the other hall.

Xander: Don't do that!

Angelus: Oh, I think I do that.

Willow: Angel...

Jenny: He's not Angel anymore. Are you?

Angelus: Wrong. I *am* Angel. (tightens his grip on Willow) At last!

Xander: Oh, my God.

Angelus: I got a message for Buffy.

Buffy: (appears behind him) Why don't you give it to me yourself?

Angelus spins around with Willow to face her.

Angelus: Well, it's not really the kind of message you tell. It sort of involves finding the bodies of all your friends.

He tightens his grip on Willow even more and she lets out another pained yelp.

Buffy: This can't be you.

Angelus: Gee, we already covered that subject.

Buffy: Angel, there must be some part of you inside that still remembers who you are.

Angelus: Dream on, schoolgirl.

Xander takes the cross from Jenny and starts toward Angelus.

Angelus: Your boyfriend is dead. You're all gonna join him.

Buffy: Leave Willow alone, and deal with me.

Angelus: But she's so cute (pinches her cheek) and helpless. (Xander gets closer) Really a turn-on.

Xander shoves the cross into Angelus' face from behind. He reels back and drops Willow. She cries out as she falls backward into Xander, and they collapse against the wall. Angelus turns to Jenny and wards her off with a hand as he starts to back down the hall. When he reaches Buffy he grabs her by the shoulders. She inhales in fright.

Angelus: (whispers) Things are about to get *very* interesting.

He kisses her, shoves her into the wall and backs out the door. Willow and Xander are up again.

Xander: Buffy, you okay?

Buffy just stares at the door.

Xander: Buffy.

Part 3
The library. Giles paces. Xander stands while Willow and Cordelia sit at the table. Jenny is leaning against the shelves behind them.

Giles: And we're absolutely certain that, that Angel has reverted to his former self?

Xander: Yeah, uh, we're all certain. Anyone not feeling certain here?

Willow: Giles, you wouldn't have believed him. He was so... He came here to kill us.

Cordelia: What are we gonna do?

Giles: I'm leaning towards blind panic myself.

Jenny: Rupert, don't talk like that. The kids.

Giles: I'm sorry. It's just that things are bad enough with the Judge here. Angel crossing over to the other side... I-I-I wasn't prepared for that.

Jenny: None of us were.

The camera pans over to Buffy sitting at the table opposite Willow. She's looking down sadly. Willow notices and gets up to go to her.

Willow: Are you okay?

Buffy shakes her head 'no'.

Willow: Is there anything I can do?

Buffy: (shakes her head) I should've known. When I saw him at the house, he was different. The things he said...

Giles: What things?

Buffy: It's private.

Jenny: But you didn't know he had turned bad?

Willow: (looks at Jenny) How did you?

Jenny: (looks at Willow) What?

Willow: Well, you knew. You told me to get away from him.

Jenny: Well, I saw his face.

Giles: If only we knew how it happened. (sits on the table)

Buffy: What do you mean?

Giles: Well, something set it off. Some, some, uh, event must've triggered his transformation. Well, if anyone would know, Buffy, it-it should be you.

Buffy: I don't.

Giles: Well, did anything happen last night that, that might...

Buffy: Giles, please, I can't. (runs from the library)

Giles: Buffy, I'm sorry, but we can't afford to... Buffy!

Willow: (watching Buffy run) Giles, shut up.

Cut to the hall. Buffy runs out of the library and down the hall. Cut back into the library.

Cordelia: This is great. There's an unkillable demon in town, Angel's joined his team, the Slayer is a basket case... I'd say we've hit bottom.

Xander: I have a plan.

Cordelia: Oh, no, here's a lower place.

Xander: I don't know what's up with Angel, but I think I may have a way to deal with this Judge guy.

Sits on the table by Cordelia.

Willow: What do we do?

Xander: I think, um... (looks at Cordelia, then back at Willow) I think I may need Cordelia for this one.

Willow lowers her eyes for just an instant.

Xander: And we may need wheels.

Cordelia: Well, my car is...

Xander: It might have to be bigger.

Willow: No problem. I'll get Oz. He has a van.

Xander: Good. (looks at Cordelia) Okay.

Cordelia: Care to let me in on the plan I'm a part of?

Xander: No.

Cordelia: Why not? (stands up with her hands on her hips)

Xander: Because if I tell you, then you won't do it. Just meet me at Willow's house in half an hour. And wear something trashy... (looks at her) ...er. (walks off)

Cordelia is incensed and follows him.

Giles: I'm not sure what we should do about Buffy.

Jenny: Assuming they don't attack tonight I think we should just let her be.

Willow: I agree.

Giles: I-I-I can imagine what she's going through.

Willow: No, I don't think you can.

Cut to Spike's warehouse. Drusilla is holding Miss Edith.

Angelus: You should've seen her face. It was priceless. (hops up on a conveyor platform and sits) I'll never forget it.

Spike: So you didn't kill her then.

Angelus: Of course not.

Spike: (exhales) Now, I know you haven't been in the game for a while, mate, but we still do kill people. Sort of our raison d'etre, you know.

Drusilla: You don't want to kill her, do you? (pokes Miss Edith's eyes) You want to hurt her. (smiles up at him) Just like you hurt me.

Angelus: Nobody knows me like you do, Dru.

Spike: She'd better not get in our way.

Angelus: Don't worry about it.

Spike: I do.

Angelus: Spike, (slams his hand on a crate) my boy, (pushes it along the rollers) you *really* don't get it! (stands up) Do you? (chuckles) You tried to kill her, but you couldn't. (chuckles) Look at you. You're a wreck! (approaches him) She's stronger than any Slayer you've ever faced. (hops off of the platform) Force won't get it done. You gotta work from the inside. (sits on the platform) To kill this girl... you have to love her.

Cut to Buffy's room. She comes in and gently closes the door behind her. She sniffs as she unbuttons her coat. She sees her cross and necklace hanging from its hook and takes it in her hand. It sparkles in the light. She lets go of it, letting it swing. She looks down at the ring on her hand that Angel gave her. She pulls it off of her finger and looks at it, bursting into tears. She goes to her bed and lies on it, clutching the ring and crying uncontrollably. The camera pulls back from her as she curls up on her bed. Eventually she falls asleep and dreams.

She and Angel are in bed caressing each other. Buffy runs her hand down his back over his tattoo. They both have on their rings. Angel kisses her gently on the neck. Buffy holds him with her ringed hand. She kisses his fingers. They move under the sheets. He kisses her lips tenderly.

Angel: I love you.

She opens her eyes and for an instant sees him in his game face. Cut to a funeral in bright daylight. Angel walks up to the grave. Buffy looks over at him. He looks up at her, his face bathed in sunlight.

Angel: You have to know what to see.

She looks at him, not really understanding, and then back down at the grave. She looks over at the other people attending the funeral and sees Jenny lifting the veil from her face.

Buffy wakes with a start, eyes open wide. She suddenly realizes Jenny has something to do with this.

Cut to the school. Buffy marches straight to Ms. Calendar's classroom. Cut into the classroom. There are students sitting at all the computers, but she doesn't care. Jenny and Giles see her come in and smile in greeting.

Giles: Oh, Buffy.

Buffy goes right past Giles straight to Jenny, puts her hand around her throat and shoves her back onto her desk.

Giles: Buffy! (tries to pull her off)

Buffy: What do you know?!

Student: (gets up) Should I get the principal?

Giles: (to the class) No, I-I-I'll deal with this. Y-y-you're, you're all dismissed! (they all leave)

Buffy: (lets go and steps back) Did you do it? Did you change him?

Giles: For God's sake, calm down!

Buffy: Did you know this was gonna happen?

Giles: You can't go around accusing everybody...

Jenny: (interrupts) I didn't know... exactly. I was told... (whispers) Oh, God. (speaks) I was sent here to watch you. They told me to keep you and Angel apart. They never told me what would happen.

Giles: (surprised and confused) Jenny!

Jenny: I'm sorry, Rupert. Angel was supposed to pay for what he did to my people.

Buffy: And me? What was I supposed to be paying for?

Jenny: I didn't know what would happen until after. I swear I would've told you.

Buffy: So it was me. I did it.

Jenny: I think so. I mean, if you...

Giles: (demanding) I don't understand.

Jenny: The curse. If Angel achieved true happiness, even just a moment of... He would lose his soul.

Giles: W-w-w-h-h-how do you know you were responsible f-for...

Buffy gives him a look. He takes off his glasses.

Giles: Oh.

They all look down.

Jenny: If there is anything that...

Buffy: Curse him again.

Jenny: No, I-I can't. I mean, those magicks are long lost even to my people.

Buffy: You did it once. It might not be too late to save him.

Jenny: It can't be done. I can't help you.

Buffy: Then take me to someone who can.

Cut to Enyos' hotel room. He's smoking on his pipe. He hears the door open.

Enyos: I knew she would bring you. I suppose you want answers.

Angelus: Not really.

Enyos' face takes on a look of terror. He gets up and faces him.

Angelus: But thanks for the offer.

Cut to an Army base outside Sunnydale. The camera pans from a high vantage point over a group of soldiers standing at attention.

Sergeant: Right face, hu! Double-time, hu! (they march off) Left, left, left, left...

The camera comes down behind the barbed wire fence and pans over behind a supply building as Oz's van pulls up.

Xander: Wait here. When you guys see that window open get out the ladder, come up, we'll pass you the package, okay?

Oz: Okay.

Willow: Be careful.

Xander opens the side doors and gets out. Cordelia follows him.

Cut to the fence. Xander cuts a few more links, pushes the fence aside and squeezes through. Cordelia is right behind him.

Xander: The security here really is a joke. I should, uh, report it.

Cordelia: Who am I supposed to be again?

Xander: You're supposed to be a girl. Think you can handle it?

Cordelia slaps him on the arm. They sneak along the side of the building and look out from behind some crates. The coast looks clear, so they continue past a truck. A group of soldiers can be heard quickly marching by. Xander peeks out from behind the truck, and the way still looks clear. He steps over to the door and is about to reach for the knob when they are discovered by a soldier on guard duty.

Soldier: Halt! (Xander shoots up his arms) Identify yourself right the hell now.

Xander: Uh... Private Harris with the, uh... 33rd.

Soldier: 33rd are on maneuvers.

Xander: Right! Uh, I'm on leave. (turns around slowly) From them.

Soldier: You always spend your leave snooping around the armory, pal? And who is she?

Cordelia: Hi. I'm not a soldier. (to Xander) Right?

Xander: (approaches the guard, hands still up) Look, I... I just want to give her the tour. Uh, you know what I'm saying.

Soldier: The tour.

Xander: Well, you know the ladies. They like to see the big guns. Gets them all hot and bothered. Can you cut me some slack, gimme a blind eye?

Soldier: And why should I?

Xander: Well, if you do, I won't tell Colonel Newsome that your boots ain't regulation, your post wasn't covered, (grabs his M-16 and gives it back to him properly) and you hold your gun like a sissy girl.

Soldier: (takes the rifle) You got 20 minutes, nimrod.

Xander: (smiles) I just need 5. (starts for the door, but looks back) Uh, forget I said that last part.

The guard checks his watch. Xander opens the door to let Cordelia in, gives the guard a thumb's-up and follows her in. Cut inside.

Cordelia: Okay, what was that? And who are you?

Xander: Remember Halloween, I got turned into a soldier?

Cordelia: Yeah.

Xander: Well, I still remember all of it. I know procedure, ordnance, access codes, everything. I know the whole layout for this base, and I'm pretty sure I can put together an M-16 in 57 seconds.

Cordelia: Well, I'm sort of impressed. But let's just find the thing and get out of here.

Xander: Okay. (starts looking around)

Cordelia: (hops onto a crate to sit) So, does looking at guns really make girls wanna have sex? That's scary.

Xander: Yeah, I guess.

Cordelia: Well, does looking at guns make you wanna have sex?

Xander: I'm seventeen. Looking at linoleum makes me wanna have sex.

Cordelia just looks at him. Cut outside to the van.

Willow: I wish they'd hurry. (cut inside the van)

Oz: So, do you guys steal weapons from the Army a lot?

Willow: Well, we don't have cable, so we have to make our own fun.

Oz: I get you.

Willow: (after a pause) Do you wanna make out with me?

Oz: What?

Willow: (looks away) Forget it. I'm sorry. (decides she wants to know) Well, do you?

Oz: Sometimes when I'm sitting in class... You know, I'm not thinking about class, 'cause that would never happen. I think about kissing you. And it's like everything stops. It's like, it's like freeze frame. Willow kissage.

He nods his head and smiles to himself. Willow smiles over at him. He looks up at her.

Oz: Oh, I'm not gonna kiss you.

Willow: (confused) What? But freeze frame!

Oz: Well, to the casual observer, it would appear that you're trying to make your friend Xander jealous or even the score or something. And that's on the empty side. (looks off into space) See, in my fantasy when I'm kissing *you*, you're kissing *me*. (looks back at her) It's okay. I can wait. (sees the window open) We're up.

He gets out of the van. Willow watches him get out and smiles.

Cut to the hotel room. Jenny, Buffy and Giles come in.

Jenny: Oh, my God.

She rushes in to her uncle. He's laid out on the bed, dead and covered with blood. Buffy looks up at the wall behind him. A message is written there in blood: WAS IT GOOD FOR YOU TOO.

Giles: He's doing this deliberately, Buffy. He's trying to make it harder for you.

Buffy: He's only making it easier. I know what I have to do.

Giles: What?

Buffy: Kill him.

Part 4
Spike's warehouse. Angelus comes down the metal spiral staircase. The Judge slowly comes over to Spike.

Judge: I am ready.

Spike: About time.

Drusilla sits on his lap and kisses him. The Judge walks off in disgust.

Spike: Have fun.

Angelus: (bending to Spike's ear) Too bad you can't come with, huh? I'll be thinkin' of you.

Spike: I won't be in this chair forever.

Angelus takes Drusilla's hand and they start out after the Judge.

Spike: What happens if your girlfriend shows up?

Angelus: I'm gonna give her a kiss. (to the Judge) Don't you look spiffy!

Judge: Spiffy?

Drusilla smiles up at him. Spike is left behind all by himself.

Cut to Giles' office. Xander and Oz lift a long crate onto his desk.

Xander: Happy Birthday, Buffy. I hope you like the color. (steps back)

She looks down at the box. Giles positions a crowbar on the lock.

Buffy: Giles, we go to the factory first, but they might not be there. They're on the offensive. We need to figure out where they'd go.

Giles lifts on the crowbar and breaks the clasp.

Giles: Agreed. (opens the box)

Buffy: (looks into the box) This is good.

Jenny: (in the doorway) Do you, uh... (Giles looks at her) Is there something I can do?

Buffy: Get out.

Jenny: I-I just want to help.

Giles: (looks away) She just said get out.

Buffy looks up at Giles. He looks sadly into the crate. Jenny turns around and leaves.

Xander: (steps up) Do you want me to show you how to use it?

Buffy: Yes, I do.

Cut to Spike's warehouse. It's deserted. Buffy walks up to the table.

Buffy: I knew it.

Giles: (looking up and around) We haven't a bead on where they would go?

Buffy: (exhales) I don't know, uh... somewhere crowded, I guess. I mean, the Judge needs bodies, right?

Willow: The Bronze?

Xander: It's closed tonight.

Cordelia: There's not a lot of choices in Sunnydale. It's not like people are gonna line up to get massacred.

Oz: Uh, guys? If I were gonna line up, I know where I'd go.

Cut to Sunnydale Mall. The camera pans across a line of people at the refreshment stand in the middle of the mall. It pans over the top to show a double door at the end of the mall on a landing midway between floors. The area between the shops is crowded with people. Cut to the stairs. They lead up from both sides to the landing. Customers are going up and down between the floors. The camera follows a woman up one side and over to the doors. She continues out of view up the next flight. The doors open, and the Judge, Angelus and Drusilla walk in flanked by their troops. They close the doors behind them. A man is coming up the stairs. The Judge reaches out with his hand, and an arc of energy emanates from it to the man. The man freezes, a look of surprise on his face, and he quickly begins to combust. He disappears in a puff of flame and smoke.

Angelus: Lock the exits, boys.

The vampires hurry down the stairs to do Angelus' bidding.

Angelus: (to the Judge) It's all yours.

The Judge smiles.

Cut to an elevator. The doors open and Buffy strides out. Giles and Xander follow carrying the crate on their shoulders. The others bring up the rear.

Buffy: Everybody keep back. Damage control only. Take out any lesser vamps if you can. I'll handle the Smurf.

Cut to the Judge. He takes a couple of steps down. A customer squeezes by Angelus and heads down the stairs branching to the left. A young couple comes up on the right. The Judge extends his arms, and his energy arcs out to and through them. Cut to a shot of the stairs from the refreshment stand. The Judge's energy arcs through everyone in the area. They all freeze where they stand. Cut to the Judge. He smiles widely. Angelus and Drusilla enjoy the show.

Drusilla: (bouncing with glee) Oh, goody!

Suddenly a crossbow bolt hits the Judge in the chest and breaks his concentration. The arcs of energy disappear, and the people are all dazed. The Judge grabs at the bolt and pulls it from his chest.

Judge: Who dares?

Angelus and Drusilla look over at the refreshment stand. Cut to the stand. The camera pans up from the floor, past Willow, Oz, Giles and Cordelia, past Xander opening the crate and up to Buffy standing on top, holding the crossbow.

Buffy: Think I got his attention.

Judge: You're a fool. (cut to him) No weapon forged can stop me.

Buffy: (cut to her) (lowers the bow) That was then.

Xander hands her the weapon from the box, and she raises the anti-tank rocket launcher to her shoulder.

Buffy: This is now.

She powers it on. Angelus and Drusilla exchange a look. Buffy sets her sights and opens the trigger guard. The rest of the team takes cover behind the snack counter. Angelus and Drusilla begin to run. Buffy takes aim. The Judge just looks at her. Angel and Drusilla leap over the stair railing. Buffy is ready.

Judge: What's that do?

Buffy pulls the trigger and the rocket flies straight into the Judge's chest as Angelus and Drusilla fly over the railing. The Judge disappears in an explosion of flame and smoke. The people in the mall scream and start to panic and run. Angelus and Drusilla hit the floor below. Bits of charred Judge fall all around them. Buffy looks up from the rocket launcher's sights and looks over at them in satisfaction. Angelus gets up and runs off. Drusilla freaks out and runs the other way. The team looks over the counter at what's left of the Judge. The smoke cloud from the explosion billows its way up to the ceiling.

Buffy: Best present ever. (hands the weapon down to Xander)

Xander: Knew you'd like it.

Willow: Do you think he's dead?

Buffy: We can't be sure. Pick up the pieces and keep them separate.

They all start over to collect what's left of the Judge.

Cordelia: Pieces? We get the pieces. Our job sucks!

Cut to a side area of the mall. Angelus comes in and looks up at Buffy. Frightened customers are running every which way. Buffy sees him, jumps down from the refreshment stand and starts to give chase. Angelus struggles past some people and runs.

Cut to the area below the explosion. Parts of the Judge lie everywhere and are still burning. The smoke reaches the sprinklers and they turn on everywhere.

Cut to the side hall where Buffy last saw Angelus. The sprinklers rain down on her and she's getting soaked. She can't see Angelus anywhere. Suddenly he comes at her and hits her from behind. She falls over backward.

Angelus: You know what the worst part was, huh? Pretending that I loved you. If I'd known how easily you'd give it up, I wouldn't have even bothered.

Buffy: (gets up) That doesn't work anymore. You're not Angel.

Angelus: You'd like to think that, wouldn't you? It doesn't matter. The important thing is you made me the man I am today! (smiles evilly)

Buffy kicks him in the face. He blocks her next swing and punches her in the face and in the gut. He grabs her and swings her around to throw her, but her footing is good and she regains her balance. He kicks her in the face and this time she falls to the floor.

Cut to Willow bending down to pick up a piece of the Judge's armor. She's been soaked to the skin by the sprinklers. The camera pans from her over to Oz who has found an actual body part.

Oz: Uh... (points) Arm.

Cut to the side area. Angelus grabs Buffy as she tries to get up and heaves her over onto her back again. She rolls around to her feet and comes at him. She swings, but he blocks and hits her instead. He follows up with a backhand punch and she hits the floor again.

Angelus: Not quittin' on me already, are ya? (she looks up at him) Come on, Buffy. You know you want it, huh?

She leaps up and kicks him in the face. He arches backward and then snaps forward. Buffy knees him in the chin and then delivers a series of punches to his gut. She ends with a punch to his face. He isn't fazed, and lunges at her. She grabs his arm and diverts him into a display case. He crashes through the glass, but immediately straightens back up, breaking the top pane and the frame of the case as well. She kicks him in the face and again in the chest, and he staggers backward into a potted tree. She pulls out a stake and stands ready to finish the job. Angelus straightens up and faces her. Buffy doesn't move, but instead lowers the stake and just stares at him.

Angelus: You can't do it. You can't kill me.

Her anger takes over and she kicks him extremely hard in the crotch. Angelus grabs his groin and moans in extreme pain. He collapses to his knees. Buffy turns her back on him and walks away.

Buffy: Give me time.

Angelus is on all fours now and can't move to follow her.

Cut to the street in front of Buffy's house. Giles pulls up in his ancient car to drop her off. He looks over at her and shuts off the engine. Cut into the car. The only noise is that of the crickets outside. Giles breaks the silence.

Giles: It's not over. I-I-I suppose you know that. He'll come after you, particularly. His profile, uh, well, he... he's likely to strike out at the things that made him the most human.

Buffy: You must be so disappointed in me.

Giles: No. (she looks at him) No, no, I'm not.

Buffy: But this is all my fault.

Giles: No. I don't believe it is. Do you want me to wag my finger at you and tell you that you acted rashly? You did. A-and I can. I know that you loved him. And... he... has proven more than once that he loved you. You couldn't have known what would happen. The coming months a-are gonna, are gonna be hard... I, I suspect on all of us, but... if it's guilt you're looking for, Buffy, I'm, I'm not your man. All you will get from me is, is my support. And my respect.

Buffy smiles at him through her tears.

Cut to the living room in Buffy's house. "Stowaway", an old black-and- white movie with Alice Faye and Robert Young, is playing on TV. The actors are dancing slowly, and the woman is singing "Goodnight, My Love" to the man.

Lyrics: Goodnight, my love / My moment with you now is ending / It was so heavenly holding you close to me

Joyce comes in holding a plate with two cupcakes, one with a candle, and a large coffee mug.

Joyce: Did I miss anything?

Buffy: Um... just some singing and some running around.

Joyce sets down the plate and mug and looks around for the matches.

Joyce: Mm. I'm sorry I didn't have time to make you a real cake. (finds the matches)

Buffy: No. This is good.

Joyce sits back on the couch with her feet up.

Joyce: But we're still going shopping on Saturday. (Buffy looks at her) So what'd you do for your birthday? Did you have fun?

Buffy: (looks down, then back up) I got older.

Joyce: (looks into her face) You look the same to me.

She leans back to the table and strikes a match to light the candle. The wick starts to burn and she blows out the match. She sets the matchbook and spent match on the table and leans back on the couch again facing her daughter.

Joyce: Happy Birthday. (smiles) I don't have to sing, do I?

Buffy: (looks down at her hands) No.

Joyce: (indicates the burning candle) Well, go on, make a wish.

Buffy stares at it for a long moment.

Buffy: I'll just let it burn.

Joyce reaches up and strokes her daughter's hair. Buffy leans over and rests her head on her mother. Joyce continues gently stroking Buffy's hair. The song in the movie comes to an end.

Lyrics: Sleep tight, my love Goodnight, my love Remember that you're mine, sweetheart