Fade-in. Giles' apartment. Just the way we left things from "The `I'
in Team." Buffy is pacing, Giles is standing close by, Willow is
sitting at his desk, Spike is sitting on the bottom steps of the
stairs, and Anya and Xander are sitting on Giles' weapons trunk
against the wall. Buffy is in the middle of telling them what just
happened.

Buffy: So Maggie sends me down into the sewers with one of those
Blasto-guns. And the next thing I know, it's raining monsters.

Xander: (without humor) Hallelujah.

Buffy: And then this gate slams down behind me and I try to use the
gun but it goes "phitt!"

Giles: You're saying that Maggie Walsh set you up?

Buffy: That's exactly what I'm saying. She sent me on a way-one
recon.

Spike: Gotta hand it to you, Goldilocks. You do have bleeding, tragic
taste in men. I got a cousin married to a regurgitating Frovalox
demon that's got better instincts than you.

Buffy: (glaring at him) What does my taste in men have to do with
this?

Spike: Do you think Riley was out knitting booties for your future
off-spring while Maggie was stringing you up?

Buffy looks at everyone else's expressions. They don't say anything,
but she can see from their faces . . .

Buffy: You guys think Riley had something to do with this?

Giles: Probably not. But, uh . . . we'd be remiss if we didn't think
of all the possibilities.

Buffy: (softly) Right. "Remiss."

She's turning away, then suddenly faces him again.

Buffy: No. No. Maggie made sure he was no where around when she sent
me on this very special "make Buffy dead" assignment.

Willow: And plus, Riley? He seems like he wouldn't tell a little
white lie, let alone a whole bunch of big, dirty ones.

Xander: That's why they call it the "secret forces," Will. 'Cause
they kinda keep the whole lying thing to themselves.

Buffy: All I know is that Maggie has it in for me. Which means the
Initiative has it in for me.

Xander: I'm guessing the mad scientist isn't too keen on the fact that
the entire Scooby Gang knows that the Initiative is up to no good.

Buffy: Which brings us back to the "not safe for any of us" concept.

Giles: What could have happened to make Professor Walsh want to kill
you?

Buffy: (at a loss) I don't know. Uh . . . She wasn't keen on the fact
that I was asking a lot of questions, that's for sure.

Anya: So you were getting too close to something?

Giles: Clearly. Although, one can only imagine what she'd be so
desperate to hide.

Cut to deep in the woods. All is quiet with the peaceful sounds of
birds and other forest noises. Pan to a concrete access tunnel just
visible from the side of the hill. It doesn't look as if it's been
used for sometime as the metal doors screech as they are opened from
the inside. Close up on a pair of army boots walking down the steps
from the entrance. As the shot pans up we see legs clad in camouflage
commando pants and the left leg is in a metal brace (jointed at the
knee) from ankle to mid-thigh. He's not wearing a shirt, and his
flesh is a jigsaw of different skin types and there is an electronic
metal plate over the left side of his chest. His face is mostly green
except for the patch of pale human flesh around his right blue eye and
ear. His left eye is a demonic red color. His short hair is a normal
brown, but there is a metal plating that frames the left green side of
his face and wraps around to the back of his head.

Outside for the first time, Adam looks at his surroundings.

Wolf's wolf. Buffy theme and credits roll.

~~~~~~~~~~ Part One ~~~~~~~~~~

Fade in to Giles' apartment. Buffy has Giles' trunk opened and is
taking out weapons.

Buffy: Okay, everybody grab a weapon. We gotta move.

She hands Xander a battle ax and gives Anya a bat with a fisherman's
hook attached to the head.

Xander: And storm the Initiative? (bravado) Yeah, let's take on those
suckers!

Buffy: I was thinking more that we'd hide.

Xander: (relieved) Oh, thank God.

Giles: Buffy, I think perhaps we should talk about this.

Buffy: We need to relocate some place where we're less likely to be
found. We need to come up with a plan.

Willow: We could go to my place. (she is holding a wicked looking
flail = think Spiked mace on a chain)

Buffy: The Initiative guys know how close we are. They'll
automatically check the places you hang out. Xander, what about your
basement. The guys haven't seen us together that much and there's
enough room.

Willow: (smiles) Oh, plus: mirror ball.

Xander: Cool! Come on down and boogie at Xander's hideaway.

Anya: (not happy) Yes. Come boogie.

Giles: Absolutely not. I will not squat in that dank whole.

Spike: What? It was good enough for me but you're above it all?

Giles: Precisely. (sits down at his desk) Besides, I don't see why we
can't stay right where we are. (chuckles) Because it's very unlikely
those Initiative boys are gonna come around here looking for--

The front door opens and Riley steps inside.

Riley: Buffy!

Everybody looks at him in surprise. Riley closes the door and rushes
over to Buffy.

Riley: God, Buffy. Are you okay? What happened?

Buffy: (a beat) You know?

Riley: I know something went down. (pause) Tell me.

Buffy: Maggie tried to kill me.

No one says anything for a moment.

Anya: (helpfully) It didn't work, but they're all upset anyway.

Riley: Okay, listen. I need you to go over everything. Step by step.
There has-- has to be some kind of mistake.

Xander: There was no mistake! And how do you know something happened?

Riley: I was on a mission. But I came back and . . . I'm not sure.
Look, let's just keep our heads and not jump to any--

He looks over his shoulder and sees Spike sitting on the stairs.
Spike looks away. Riley takes a step back in surprise as he faces the
vampire.

Buffy: What?

Riley: That's Hostile 17.

Spike: Uh, no! I'm (bad American accent) just a friend of
Xanderrr's-- (sighs) Bugger it. I'm your guy.

Buffy: This is Spike. He's, uh . . . It's a really long story. But
he's not bad anymore.

Spike: Hey! (stands) What I am, a bleeding broken record? I'm bad!
It's just . . . I can't bite anymore. Thanks to you wankers.

Riley: (exasperated) We've been looking all over the place for him but
you've known where he's been all along?

Buffy: It's not like that.

Riley: Then what is it like? What's he doing here?

Spike: Leaving you swabs to your dramatics. Thanks.

He walks over to the door and grabs his leather duster.

Spike: (putting it on) I've got my stories on the telly for that. By
the by, if you're trying to kill her . . .

Spike gives Riley two very enthusiastic thumbs up. Buffy rolls her
eyes. He turns and pulls his coat over his head. He opens the door
and runs outside.

Riley: Buffy . . . what is this? You're hiding an HST?

Xander: Why don't you just back off and let her ask the questions,
Jack? Your boss just tried to make monster food out of her.

Riley sees everyone looking at him and calms down.

Riley: I-I didn't see much. I wasn't there. I . . . All I know is
Professor Walsh told me you were dead. But then I saw you on the
monitors . . . Look this isn't Professor Walsh-- There must be
something making her act this way. Something I-- I don't know.
Controlling her.

Giles: We think Buffy may have been becoming too in inquisitive. That
she was getting close to something that Professor Walsh was trying to
hide. Any idea what that might be?

Buffy: What about 314? Maybe that's it?

Riley: Maybe she was trying to test you. What if it was only a drill?

Buffy: Then why did she tell you I was dead? Riley, it wasn't a test.

Giles: See, I've heard rumors that the Initiative wasn't all that
we've been told. That, uh, secretly they're working towards some
darker purpose. Something that might harm us all--

Riley: No! That's . . . that's not what happens there.

Buffy: Riley.

Riley: I would know!

Buffy: Look, no one is sure of anything. Okay? We're just trying to
sort it out.

Riley: I can't be here. I'll sort it out on my own. (heads for the
door)

Buffy: (going after him) Riley.

Riley: No! Just-- I'm sorry.

He opens the door and is gone.

Cut to the woods again. Close up of a small boy sitting next to his
bike. He is playing with a cyborg, soldier action figure. On the
rise behind him, the back of a house can be seen not far away but it
appears as if he's the only one outside right now. Until Adam sees
the him. Despite his size, the boy doesn't notice Adam until he is
standing just a few feet away. The boy looks up and smiles with a
" cool!" expression on his face.

Adam: What am I?

Boy: (standing) You're a monster.

Adam: (nodding) I thought so. What are you?

Boy: Me? I'm a boy.

Adam: (curious) A boy. How do you work?

Boy: I don't know, I just do.

The boy sees something and points.

Boy: What's that for?

Adam looks down and raises his Polgara left arm where just the sharp
tip of the bone skewer (sheathed inside the forearm) is visible under
his wrist. Adam looks at the boy and a "let me show you" smile slowly
spreads across his grotesque face.

Cut to UC Sunnydale at night. Riley is walking across campus without
a clear destination. Probably the first real brooding he's done in
his entire life. On that depressing note we--

Cut to the Initiative. Lab 314. Dr. Angleman opens the door to the
dark lab and flips the light switch. The lights stay off and he flips
it on and off a couple times, but they remain off.

Angleman: Dr. Walsh? (worried whisper) Adam?

Slowly, he starts walking across the lab but his feet slip out from
under him and he falls to the floor. He's pushing himself up when he
notices something wet on his hands. He sees they're covered with
blood, then notices the trail of blood leading to the body of
Professor Walsh lying face down on the floor.

Angleman freaks, scrambles to his feet, and runs out of the lab.

We go to Xander's basement. It is morning. Close up of the disco
mirror ball hanging from the ceiling. Cut to Giles lying on an
inflated beach chair. He's waking up and squints his eyes against the
dots of light the mirror ball is shining in his face. He rubs a hand
on his forehead. Obviously a good night's sleep he didn't get.

Sounds of the Road Runner can be heard as the camera pans the
basement. There is an empty sleeping bag on the floor next to Giles.
Two blankets hanging from the clothesline divides the basement in
half. On the other half we see Willow, Anya, and Buffy (in that
order) still under the covers in the fold-out bed watching TV, where
the self-proclaimed "super genius" (AKA Wile E. Coyote) is killing
himself again with another one of his shoddy Acme traps that backfires
on him. Willow finds this funny.

Buffy: (unmoved) That would never happen.

Willow: Well, no, Buff. That's why they call them cartoons not
documentaries.

Giles steps through the draped blankets and shuts off the TV.

Giles: Must we have the noise? My head is splitting.

He's returning to the other side of the basement.

Willow: (smiling) Well, look who's cranky bear in the morning.

Giles: Yes. I can't imagine why I didn't sleep well in my beach ball.

Anya: Every time you moved it made squeaky noises. It was irritating.

Giles: Really? I'm surprised you could hear it over your Wagnerian
snoring.

Buffy: Okay, you guys, could we not, please. Everything's screwed up
enough without you two doing scenes from my parents' marriage.

Anya: (a beat) Sorry.

Giles: Sorry.

Buffy: Thank you.

Giles disappears through the blankets.

Willow: It'll be okay, Buffy. Riley's just confused, that's all.

Buffy: I don't know. It just seems like things can get heavier. His
whole world's falling apart.

Anya: And after everything you've been through with Angel. You know,
you really should get yourself a boring boyfriend. (smiles) Like
Xander. (then) You can't have Xander.

Buffy: That was the idea. Riley was supposed to be Mr. Joe Guy. We
were gonna do dumb things like hold hands through the daisies going
" tra la la."

Willow: Poor Buffy. Your life resists all things average.

Anya: So dump him! (sternly) But you can't have Xander.

Buffy: I'll try and remember that. (pause) It's too late, anyway. I'm
already at the "I hurt when he hurts. I smile when he smiles" stage.

Anya: (whispers) I hate that part.

Buffy: I'll just have to make it work.

Xander hurries down the stairs into the basement, carrying a breakfast
tray.

Xander: Turn on the TV. Now!

Willow gets up to switch the TV back on. The news is on.

Newswoman: Sunnydale is still reeling from news of the crime. (Giles
peeks out from the blankets brushing his teeth) A source in the
coroner's office tells us that the boy was stabbed with what looks
like some kind of large skewer. And his body was then mutilated.
Police have not named a suspect and the killer is still at large.

Realization fills Buffy's expression as she listens.

Buffy: The Polgara demon had a skewer in its arm. That's the one
Maggie insisted we bring back alive.

Giles: (mouthful of toothpaste) She must have sent it after you.

Buffy: And it got distracted. (looks away) God.

Willow: Buffy, it's not your fault. How could you know?

Giles: She's right. You mustn't blame yourself.

Buffy: (a beat) I'm not going to.

As she gets out of bed, cue "bad-ass" Chris Beck score. She faces
them with a determined expression.

Buffy: I'm going to the crime scene to see what I can find out. You
guys research the Polgara demon. I want to know where it is. When I
find it, I am going to make him pay for taking that kid's life. I'll
make him die in ways he can't even imagine.

Bad-ass score dies and everyone just looks at her, seemingly, unmoved
by her passionate speech. Buffy notices their looks and glances down
at the weird pattern on her pajamas.

Buffy: That probably would have sounded more commanding if I wasn't
wearing my yummy sushi pajamas.

Cut to Lowell House. Riley has just walked in and is heading for his
room. Forrest Gates spots him and catches up with him on the stairs.

Forrest: Hey! Where you been all night?

Riley doesn't answer.

Forrest: (smiles) Well. Congratulations. I see you and Buffy have
finally gotten past the shy phase.

Forrest raises a fist for Riley to knuckle but Riley leaves him
hanging. He's still in brooding mode.

Riley: I wasn't with Buffy. I needed to be alone. Think some things
through.

Forrest: What things?

In the hall now, Riley turns to face him. Then reconsiders and
motions him to follow him into his room.

Forrest: (stepping inside) This is mighty ominous. What's up, man?

Riley: Professor Walsh tried to have Buffy killed.

Forrest: What? Did Buffy tell you that? I mean, do you have any
proof?

Riley: I saw enough to know it's true.

Forrest: I don't get it. Why?

Riley: I don't know. (paces across the room) Buffy thinks that she's
getting too close to something. That Professor Walsh has some secret.

Forrest: I wouldn't put it past Buffy to get on Professor Walsh's bad
side. She tends to put her nose where it doesn't belong.

Riley: What?

Forrest: (angry) She's a pain. Always wanting to know "why this?" and
" why that?"

Riley: (exasperated) And you're saying she should die because of that?

Forrest: I don't know. Maybe Professor Walsh found out that Buffy was
up to something bad. That ever cross your mind?

Riley: Why does it bug you so much that I'm hanging with her? Is it
because she's a better soldier than you?

Forrest: It bugs me that she's using you to infiltrate our operations.

Riley: (raising voice) So you're saying she's a spy? You're crazy!
(turns away)

Forrest: Riley, think about it. The professor is not stupid. If she
tried to kill Buffy, maybe Buffy needed killing.

Behind Forrest, the door opens and Graham Miller steps inside.

Graham: Guys.

Riley: Not now, Graham.

Graham's usually calm, stoic face seems a bit forced.

Forrest: What is it?

Graham: (deep breath) Professor Walsh is dead.

Forrest takes this news and looks at Riley. Off Riley's shocked
expression, we fade to commercial.

~~~~~~~~~~ Part Two ~~~~~~~~~~

Fade in on the Initiative. Riley rounds a corner quickly and pushes
his way to the open door of lab 314. He sees Professor Walsh lying on
the floor while two other scientists are looking over her body.
Forrest steps up besides him and sees this and has to look away for a
moment.

Forrest: (steely) Look at that wound. She's been staked, wouldn't you
say, brother?

Riley: What?

Forrest: Only one person I can think of who could do something like
that.

Riley: (warning tone) You better not be saying what I think you're
saying.

Riley steps out into the corridor. Forrest follows him and Riley
faces him.

Riley: We-we don't know that a person did this. The Polgara demon has
a skewer that comes right out of--

Forrest: (angrily) No way! That's your girlfriend's MO!

Riley: (grabs a fistful of Forrest's shirt) Hey, that's a serious
accusation! You better be ready to deal with the consequences.

Forrest: (shoves Riley back) Then bring `em on! That supernatural
freak has blinded you and I'm sick of it!

Riley: (advancing) That's enough!!

Angleman steps in between them.

Angleman: Stand back! Show some respect! Listen, everybody's upset.
But arguing isn't going to help anything. And it's certainly not what
Professor Walsh would want.

Riley and Forrest keep "I'm gonna kick your ass" eye contact for a few
more seconds then break off.

Riley: No, sir. (takes a couple of steps back)

Angleman: All right. Good. Now Washington is sending in a team to do
an internal investigation. I've been told we have to wait for their
word.

Riley: What do you mean "wait?" This has to be the work of the
Polgara demon we captured last week!

Angleman: Probably. Looks like, last night, the Polgara escaped
through tunnel seventy-two.

Riley: It's out loose somewhere?! Angleman: I'm afraid so.

Riley: Then we have to go after it.

Riley starts to walk off but Angleman stops him.

Angleman: My orders from Washington are for a total lock-down until
they arrive. I'm sorry. Now, return to your quarters. There's
nothing you can do here.

Riley is silent then nods. Satisfied, Angleman walks off. When he
disappears around the corner Riley turns to Graham and a few other
commandos standing nearby.

Riley: Listen. Angleman can talk all he wants, but I'm still in
charge until the brass gets here and tells me otherwise. I say we got
a demon to hunt. (absently scratches the back of his right hand) Now
suit up for armed patrol. And by that I mean loaded guns, man.
Target practice is over. We're going for blood.

They head off to follow their orders. Forrest looks at Riley but
doesn't say anything as he walks past him to follow the others. Riley
glances once more into the lab before following as well.

Cut to cemetery. Daylight. Two humvees pull up and commandos, fully
armed, start storming the mausoleums. We see Forrest and Graham head
toward a mausoleum.

Cut to interior of Spike's place. We don't see him inside and Forrest
and Graham enter, rifles ready.

Forrest: Somebody's been staying here.

Graham: What do think, a homeless guy?

Forrest: (moving deeper into the chamber) Could be. Or a squatter of
the demon variety.

Graham: But not the Polgara.

Forrest: (faces him) Who cares!? I see a demon, it dies.

There is a TV set up on a stone bench. Graham puts a palm on top of
it.

Graham: It's warm.

Forrest glances at the sarcophagus and he and Graham move to either
end, slinging their rifles. Together they raise the stone lid and
lean it against the side. Inside they see an old decayed skeleton
with its arms folded over its chest, covered in an old blanket.

Unslinging there rifles they head for the door again.

Forrest: Damn.

Forrest is passing the TV and he shatters the screen with the stock of
his rifle.

Forrest: Animals.

We hear them leave and we cut to a close up of inside the sarcophagus.
The blanket is folded up and we see Spike's head poke out from between
the skeleton's feet. He sits up, the skeleton's knees draping over
his shoulders, and sighs in relief.

Cut to the dry hills on the outskirts of Sunnydale. Buffy is walking
down a dirt road. Behind her, up the road, a police car is parked.
Below and ahead of her, she sees the crime scene. Another police car
is parked and a detective is talking with a uniformed cop as two
coroner's people carry a gurney with a small zipped bodybag on it
under the crime scene tape.

Riley: Buffy.

She turns and sees Riley walking down the road towards her. He's in
full commando attire. He's scratching the back of his right hand
again.

Riley: Hey.

Buffy: Hey. Look, I'm sorry about earlier. I know everyone came on
pretty strong. And the Spike thing isn't as tweaked as it looked.
Okay, maybe it is. But there's an explanation that almost makes
sense. (sees that he's looking off to the hills) Hello? I'm
apologizing here. And I think that's pretty big of me, considering
I'm the one who was almost made a demon sandwich.

He doesn't say anything.

Buffy: This is the part where you throw me a bone.

Riley: Maggie's dead.

Buffy absorbs this news. But before she can say anything--

Riley: Happy now?

Buffy: (eyes narrowing) How can you ask me that? Of course I'm not
happy. What happened?

Riley: (coldly) That's classified.

Buffy: Classifi-- (realizes) The Polgara. It got her and escaped.
Didn't it?

Riley just nods.

Buffy: I'm gonna find it. I'm gonna find it and destroy it. (angry)
And then you can stop asking me how happy all this death makes me!

She steps around him and marches quickly back up the road. Riley
turns as if to say something, but doesn't. Sighing, he faces the
crime scene again.

Cut to someone knocking on a door. Tara walks up and opens it to see
Willow in the hall.

Willow: (smiling) Howdy.

Tara: (smiles) I just got your message a minute ago. I was in class.
But I was about to call you.

She steps back to let Willow inside.

Willow: I had so much fun the other night. The spells.

Tara: Yeah, that was nice.

Willow: I hope you don't think that I just come over for the spells
and everything. I mean, I really like just talking and hanging out
with you and stuff.

Tara: I know that. (knowingly) But you want to do a spell.

Willow: Yeah. But only because it's really important. There's this--

Tara: No. You don't have to explain. I don't mind. Really.
(smiles) I've been, um, thinking about that last spell we did all day.

Willow: (excited) You have? Well this one should be fun, too. We
conjure the goddess Thespia to help us locate demonic energy in the
area. It shouldn't be too tricky.

Tara: The goddess Thespia? Are you sure we're ready for that?

Willow: You and me? (gamely) This is beneath us.

Tara: (considers) . . . Okay. If you say so.

Cut to Willy's bar. Buffy makes her entrance by pushing aside the
beaded string curtains and quickly spots Willy behind the bar. Willy
sees her and doesn't bother to hide a "God must hate me" sigh. He
motions her to the other end of the bar. Buffy follows and leans on
the bar.

Willy: You're killing me here.

Buffy: Oh, I missed you, too. The joint's jumping.

Willy: Yeah. You know. (the vampire sitting nearby sees Buffy looking
at him and takes his leave, forgetting his beer) Making some changes
with my life. I'm getting away from my old image.

Buffy: You mean as a double-dealing snitch?

Willy: Uh-huh. I know you gonna think I'm blowing smoke, but after
those apocalypse demons nearly did me in, I had an experience of the
spiritual variety.

Buffy: (not caring) That's swell, really. But I need to know if
you've heard anything about a Polgara demon doing some killings in the
last few of days.

Willy: See, uh, that's the think. I don't talk behind people's backs
no more. And I'm bringing some class to the joint. You know? It's
" Willy's Place" now. See? (indicates neon sign on the wall) Brings in
a better clientele. I got one of those deep friers. These demons
just go crazy for chicken fingers. (off Buffy's expression) Look, if
they see me dealing with you, then I'm just the same old Willy working
both sides of the street.

Buffy: I'm gonna have to punch you, aren't I?

Willy: (not missing a beat) Just once and it don't have to hurt. Just
make it look good.

Buffy straightens and raises her fist. Willy instantly clutches his
nose.

Willy: Oww! Oh!

Buffy: (whispering) Not yet, I haven't touched you!

Willy: Oh, sorry. Right. Right. G-go ahead. Wait. (louder voice)
No. I can't talk to you--oww!

Buffy straight-jabs him in the nose and now he's really hurting.

Willy: Ohhhh!

Buffy: What have you heard about the Polgara?

Willy: (still in pain) Heard there was one about a week or two back.
Word was you got him. You and those army guys.

Buffy: And that was the last you heard?

Willy: Yeah. As far as I know, he's off the streets.

Buffy: What about those army guys? What do you know? You heard
anything about 314?

Riley walks through the stringed curtains. Looking the place over he
realizes it's filled with demons. As he approaches Buffy we notice
there is a thin sheen of sweat on his face. He doesn't look happy at
what he's seeing.

Buffy: (faces him) What are you doing here? Following me?

Riley: (a tad pissed) You told me you were tracking the Polgara demon.
I thought I'd help. But now I see you're not hunting demons, you're
socializing with them. *Again.* I thought you were supposed to be
killing these things not buying them drinks?

By this point he's become the center of attention.

Buffy: (sarcastic) Oh, that's smooth, officer Riley. They teach you
those undercover moves in special forces?

Riley: I'm serious, Buffy. What are you doing here?

Willy: Just cooling her dogs, like the rest of us. Why don't you sit
down. Relax.

Riley: (ignores him) I want you to tell me. Who are you? (seething)
Really?

Buffy glares at him, becoming a little pissed herself.

Willy: No kidding. Why don't I get you some chicken fingers, on the
house.

Riley: (to Willy) Hey, you think you can shut up?

Willy: Look, I'm just saying--

Riley: I said shut up! Or maybe you would like to go back to the lab
with me. I'm sure the coats would love to classify a . . . whatever
you are.

Buffy: Leave him alone, Riley. He's human.

Riley: So he's human.

She looks at his arms.

Buffy: You're shaking.

Riley: (looking at Buffy) He just harbors demons. Which makes him a
good guy like you? (grabs her roughly by the shoulders) The truth,
Buffy. Now!

Buffy: You have the truth. You are just too screwed up because of
what happened to Professor Walsh to see it. (raises voice) Now let go
of me! (knocks his hands off her shoulders)

A middle-age looking woman gets up from the bar and walks quickly
towards the door. Riley spots her over his shoulder.

Riley: Hold it! You!

She stops in her tracks as he draws his Barretta and aims it at her.
The gun is trembling in his hand.

Riley: No leaving until I say so. Got it?

Willy: Hey. We got new rules here. No killing.

Riley: (looking over his shoulder) Right! Except the rules don't seem
to apply much these days. Do they?

The woman is now facing Riley and looks terrified. Riley's breathing
is becoming heavier and his shaking is getting worse.

Riley: (to the woman) Like if I shot you right now, I don't know if
I'd have a corpse on my hands or one pissed off vampire.

Buffy: Riley--

Riley: (to Buffy) I mean, who do you believe? First it sounds like
lies. Then it sounds like truth.

Looks at the woman. She's starting to whimper.

Buffy: Riley. . .

He glances at Buffy and seems to realize what he's doing. He suddenly
turns to the bar, sweeping his gun across the surface smashing several
glasses. The woman flees. Buffy slowly approaches him. Concerned.
He has his hands pressed to the bar as he leans against it, shaking
uncontrollably.

Riley: What's happening to me?

~~~~~~~~~~ Part Three ~~~~~~~~~~

Fade in. Xander's basement. It seems to be night. Riley is sitting
on the bed with his head in his hands. He's no longer wearing his
commando vest, gunbelt, nor his boots. Buffy brings him a blanket and
drapes it around his shoulders as she sits down next to him. He looks
up and pushes the blanket off. He's still sweating and shaking.
Buffy rubs a soothing hand on his back.

Buffy: (soft voice) Riley, why don't you lie down? You'll be more
comfortable.

She sees him furiously scratching the back of his right hand. He's
broken the surface and there's a patch of red on his skin. She grabs
his hands.

Buffy: Stop it.

Riley: (shaky voice) I can't. It's like . . . something's growing
inside.

He starts scratching and she takes his hand again.

Buffy: No. You're hurting yourself. C'mere. (she reaches up and
pulls off the red scarf she had wrapped around her hair) Okay,
shh. (gently wraps it around his hand)

Riley: I thought I knew . . . but I don't. I don't know anything.

Buffy: (soothingly) Shh. You're sick. Once you get some rest--

Riley: No. Buffy. I don't know . . . anything. I don't know which
team I'm on. Who the bad guys are. (looks into her eyes) Maybe I'm
the bad guy. Maybe I'm the thing you should kill.

Buffy: No. Don't you even think that. (puts a hand on his cheek)
Okay, listen to me. You're sick. You just need to get some sleep.
Please. Lie down for me. Come on.

He pushes himself onto the bed and lays his head on the pillow. He
curls his arms and legs in close as if cold and continues to shiver.
Buffy walks around to the side and leans down to caress his cheek.

Buffy: (quietly) You're gonna be okay.

His eyes are closed and he seems to calm down a little. Buffy turns
and steps through the draped blankets to the other side of the
basement. Giles, Xander, and Anya are there researching. Giles is
bringing a box of old books they haven't looked through to the others.

Giles: How is he?

Buffy: This isn't just grief making him act this way. Something's
effecting him physically and it's getting worse.

Anya: You think Professor Walsh did something to him?

Buffy: I don't know, but I'm ready to find out.

Xander: That's gonna be tough, what with Maggie's deadness and all.

Buffy: She must have kept records somewhere. A-about Riley, about
314, about all of it. And I'm sure she wasn't the only person that
knew what she was up to.

Xander: So what's the plan?

Buffy: Giles, Anya, keep researching. Xander, you and I are going
undercover.

Anya: Hey! (steps closer to Xander) Remember before? No Xander! Not
in a "boyfriend" way or a "lead him to a certain death" way.

Buffy: He's the only one with military experience.

Anya: It's not like he was in the 'Nam. He was GI Joe for one night.

Xander: It's okay, Anya. I've backed up Buffy before.

Anya: (concerned) Can't you do something else to help them? Like
Xerox handouts or something?

Xander: I'll be careful. (puts his hands on her shoulders) Promise.

She concedes but is not happy about it and Xander goes to get ready.
Giles stands up from the box of books he was going through and faces
Buffy.

Giles: It's a minor point but how do you plan to get in to the
Initiative? I'm sure their security system's almost impenetrable.

Buffy: I have my clearance. I'm hoping she didn't have time to revoke
it.

Giles: Okay. Well as for the whereabouts of this Polgara demon, I'm
afraid we've . . we've not turned up much. There've been no reports
since its original capture.

Buffy: Then we'll just have to keep looking.

Cut to Tara's room. There is a bundle of string shaped into a square
on the floor with four different color crystals weighing down each
corner. Willow and Tara are sitting on either side of the square.
Willow is grounding something in a small bowl.

Tara: So . . the square is Sunnydale?

Willow: Right. It's like a map. We both take different parts of the
potion and when we do the incantation we both blow it onto the square
at the exact same time.

Tara: But how does it work?

Willow: Well that's the cool part. When the potion mixes and
Thespia's called it creates this mist over the parts where the demons
are. I-It even makes different colors for different breeds.

Tara: Wow.

Willow: You ready?

Tara nods. Willow pours some of the powdered contents of the bowl
into Tara's palm, then pours some into her own hand from a second
bowl.

Willow: Let's do it.

She closes her eyes and Tara does the same.

Tara: Thespia, we walk in shadow. Walk in blindness. You are the
protector of the night.

Willow: Thespia, goddess, ruler of all darkness, we implore you
. . . open a window to the world of the underbeing.

Willow blows the powder out of her hand over the square. Tara blows
over her hand, not disturbing her powder, and leans toward her bed to
dump the potion underneath it. Willow still has her eyes closed and
did not see this.

Willow: With your knowledge may we go in safety. With your grace may
we speak of your benevolence.

Willow opens her eyes and looks down at the square, where nothing is
happening. She frowns.

Willow: Or not.

She looks at Tara. Tara gives her a disappointed look.

Cut to Lowell House. Buffy and Xander are quietly walking through the
deserted lobby. Xander is wearing military garb similar to that of
the Initiative commandos. He even has a gun belt with a sidearm in
the holster (don't know if it's a real gun). Buffy is wearing a
turtle-neck sweater, wire-rimmed glasses (got them from Giles?), and
has her hair pulled back in a small bun. She is carrying a white lab
coat wrapped around a clipboard.

Xander: Seems pretty quite.

Buffy: It usually is this time of--

A young man suddenly brushes past her but doesn't even act as if he
notices them and continues on. Buffy and Xander continue into the
central hallway of the building and Buffy pushes the hidden switch in
the wall next to the floor to ceiling mirror and stands in front of
it.

Xander: (stepping up next to her) Buff, maybe you should check the
look later.

Buffy: Shh! (she shoves him away none too gently)

Xander: Oww! (surprised and a little hurt) What'd you do that for?

Buffy: Sorry. I'm the only one that can pass the retinal scan.

Xander: The re-- eww! I don't wanna see that.

Buffy: (glares) *Retinal* scan, Xander. (looks into the mirror again)
Well, we'll know in a few seconds if my clearance is still good.

A horizontal green light emits from the mirror and slides down over
her body.

Xander: Or if we're about to die at the hands of fifty grief-filled
military goons.

Female computer voice: Retinal scan recorded. Summers. Buffy.

The mirror slides to the side and Buffy steps into the very white
elevator. Xander follows her.

Xander: Why am I not entirely comforted by the arrival of the
man-sized microwave?

Cut to Initiative. The elevator door slides open and Buffy is now
wearing the lab coat and she and Xander step out onto the catwalk
overlooking the huge hangar of the Initiative complex. His eyes widen
as he gapes.

Xander: (awed) Holy moly!

Buffy: I know.

Xander: I totally get it now. Can I have sex with Riley, too?

Buffy glares at him but he's still staring and doesn't see it. She
takes his arm and leads him towards the stairs. When they descend to
the first landing they see a couple of commandos climbing the stairs
towards them. Xander turns to Buffy and pulls her close to him.

Xander: (whispers) Quick pretend to make out with me!

Buffy: (whispers) What!? What are you talking about? (pushes away)

Xander: (whispers) Well, I, uh, you know, in the movies, the guy and
the girl have to hide.

They pretend to be looking at her clipboard as the commandos pass them
and continue up the stairs.

Buffy: (whispers) Please! Could you possibly draw more attention to
us?

When the commandos are gone, they continue down to stairs.

Buffy: (whispers) This is the Initiative, Xander. Military guys and
scientists do not make out with each other.

Xander: (whispers) Well maybe that's what's wrong with the world.
Ever think about that?

Back at Xander's basement. Riley is still in bed and is sleeping.
Cut to the other side of the basement. Willow is pacing. Anya is
sitting in a large beanbag, looking through a book, and Giles is
fixing tea on the washing machine.

Willow: It totally failed. It wasn't even like the spell went wrong.
It just . . . wouldn't.

Giles: If it's any consolation, we haven't fared much better here.

Willow: Really. Is Riley okay?

Giles: Well, h-he's asleep. Finally. But he doesn't look
good. (hands Anya a cup) And the, uh, research is troubling as well.
I mean, this-this demon we're after seems highly atypical for a
Polgara. This child that it killed . . was mutilated. There's no
recorded cases of a Polgara ever having done such a thing.

Anya: (fidgeting with the string of her tea bag) Also the Polgara have
to eat every two hours. Factor in the low IQ and you have a demon
who's not exactly low profile.

Willow: So how has he been hiding out in Sunnydale for the last two
days without anyone seeing him?

Giles: Exactly.

Willow pushes aside the blanket to check on Riley. She finds him
standing just a foot in front of her. His eyes look a little sunken.

Willow: (surprised) Riley.

Riley: (agitated) Where's Buffy?

Willow: She went out. Can-can I get you something?

He sits on the bed to pull on his boots.

Riley: Just tell me where she is.

Giles: You're not well, Riley. Y-you need to rest.

Riley: Did she find the Polgara? (stands, rubbing his arm as if cold)
Huh? Is that it?

Giles: Well, no, we're still looking. But--

Riley: But what?

Willow: She went to find out what's making you sick.

Riley: (sharply) I'm not sick! (more agitated) You're telling me she
went to the Initiative?!

Willow: Riley, she's just trying to help you.

Riley: (crosses the basement to grab his gear) She doesn't belong
there.

Willow hurries to stand in front of the stairs to block his way.

Willow: Riley, listen--

Riley: Stand away from the stairs.

Willow: No! You're gonna get Buffy killed--

He shoves her hard to the ground.

Giles: Hey!

He and Anya rush to Willow as Riley dashes up the stairs.

Giles: You all right?

Willow is shakened but doesn't seemed to be hurt. As they help her
we--

Cut to Initiative. Buffy and Xander are rounding a corner when they
hear someone coming from down the corridor.

Angleman: How many of the men are still out?

They return to the corner and try to look inconspicuous as
Dr. Angleman enters the corridor with another scientist. They
eavesdrop.

Angleman: The longer they go without their meds . . .

Scientist #1: Everyone's off their schedules because of the
professor's death.

Angleman: It's dangerous. I don't want to think about the damage our
guys could do under the stress of withdrawal. Especially since they
won't understand what's happening to them. These guys don't know
they've been getting meds in their food, so we better get them in here
STAT.

Scientist #1: We've located all but a few. The last ones were in
pretty bad shape but we stabilized them.

Angleman: But Finn wasn't one of them, right?

Scientist #1: No.

Angleman: Find him. He's the one I care about. He's too important to
the work to lose now.

Scientist #1: Indeed.

Cut to Willy's Place. Spike walks in through the beaded curtains and
heads to the bar.

Spike: Double-shot of O-neg, 'keep. And make it the good stuff. I
don't want no freaking orangutan. (puts a few dollars on the bar)

Willy: Got ya.

Willy grabs a shot glass and a bottle of thick, red liquid.

Spike: (as drink is being poured) Been a pisser of a day, isn't it?
Those army blokes are on a tear. They ran me outta my place. And all
over town.

Willy moves on and before Spike can take a drink, a large demon hand
falls on his shoulder.

Spike: Yeah, what's that?

Spike turns his head to look at the demon. Spike's POV: the demon
raises his other clawed hand in a closed fist and punches the camera
out. (fade out)

Back to the Initiative. Buffy and Xander are still eavesdropping on
Angleman.

Angleman: Keep me posted. I'll be in records

He walks away and the other scientist heads in the other direction.
Buffy keeps her back turned as Angleman passes behind her to a door at
the end of the hall. He slips a keycard through an electronic lock
and steps through the door. It's swinging close behind him but Buffy
shoves the clipboard inside before it can and walks in. She hands the
clipboard to Xander and marches up behind Angleman who is unaware
until she spins him around to face her and shoves him against a
counter, getting a fistful of his shirt.

Buffy: (pissed) Now I don't generally like to kill humans, but I've
learned that it pays to be flexible in life.

Angleman: I was wondering when you'd turn up.

Buffy: (mock disappointment) Oh darn! (takes off her glasses) So this
isn't a surprise? Now you can tell me what you did to Riley and after
that we can take a tour of room 314.

Angleman: Somebody's coming, you know? I'm sure they've already seen
you on the security monitors.

Riley: (stepping from around a the corner) Monitors are non-functional
at this time, sir. Went down about ten minutes ago.

Buffy: (looks to Xander) What? I didn't do that.

Xander: Thank god for small favors and we'll worry about details
later, huh, Buff?

Angleman: Finn take this girl to the stockade immediately.

Buffy: Riley, he can tell us what we need to know. (to Angleman)
Maggie wanted me dead, didn't she?

Angleman: (a beat) She did. (to Riley) But understand the Initiative
has no interest in eliminating the Slayer. It was her own vendetta.

Buffy: Why? Spell it out for me. I feel an attack of "dumb blonde"
coming on.

Angleman: I don't know.

Buffy: (jerks him closer) Well. Think. Harder.

Angleman: It was . . . the project.

Buffy: Project? 314.

Angleman: It . . .

Glances at Riley who is paying close attention.

Angleman: (to Buffy) It escaped.

Riley: (stepping closer) That's enough! You're making her sound like
some psychopath. She wasn't like that! She was a brilliant woman!

Angleman: She was. I--it's not--

Riley: (angry) All she was doing was trying to help people . . . and
this is the way you want them to remember her?!

Buffy: (to Riley) Angleman said Walsh was feeding you drugs.

Riley: You're doing this to me, aren't you?

He advances on her and Buffy lets go of Angleman to face him.
Angleman starts slinking away towards a nearby door.

Riley: (glaring) This all started because of you!

Buffy: Look, if you will just listen to me, okay? I am trying to help
you get to the truth.

Riley: You want truth? Then tell me . . . (grabs her arm) what did
you do to her, Buffy?

Buffy: (breaks the hold) Stop it! I didn't do anything!

Riley tries to grab her again and she has to push him back.

Buffy: Riley, stop! This isn't about us! Everything that we need to
know is here. We just need to find out what was in 314.

A commando's body suddenly drops to the floor behind them. They all
turn and look up. On a catwalk Adam is looking down at them.

Adam: Me.

~~~~~~~~~~ Part Four ~~~~~~~~~~~

Fade in. Exactly how we left everything. Adam starts to pace across
the catwalk.

Adam: I've been thinking about the world. I wanted to see it. Learn
it. I saw the inside of that boy and it was beautiful. But it didn't
tell me about the world. It just made me feel. So now . . . I want
to learn about me. Why I feel? What I am?

He stops pacing and turns to face them. He takes a step forward and
drops to the floor, landing on his feet. He's looking at Riley.

Adam: So I came home.

He pulls out a computer disk from the cargo pocket of his camouflage
pants. Its labeled "Adam" and he slides it into the drive slot of the
metal plate on his chest. The disk loads itself with a soft whirring.

Adam: (pacing again) I'm a kinematically redundant, biomechanical
demonoid. Designed by Maggie Walsh. She called me Adam and I called
her mother.

Angleman: Adam. Maggie would want you to stand down.

Adam: (looks at him) Yes. But I seem to have a design flaw.

Angleman looks as if he's ready to bolt. Buffy has a "Oh, shit" look
on her face.

Adam: (pacing) In addition to organic material, I'm equipped with
GP-2/D-11 Infrared Detectors. A Harmonic Decelerator, plus DC Servo.

Buffy: She pieced you together from parts of other demons.

Adam looks down at his green Polgara arm, and his dark tan demon right
arm, which is plated with metal on the forearm and shoulder.

Adam: And man. And machine. Which tells me what I am . . but not who
I am. Mother wrote things down. Hard data, but also her
feelings. That's how I learned that I have a job here. And that she
loved me.

Riley: She wasn't your mother! And she didn't love you!

Xander: (not taking eyes off Adam) Is that really the issue?

Riley: She made you because she was a scientist!

Xander: (warningly) Rileeey.

Adam: Riley Finn.

He pulls out another disk, this one labeled "FINN," and loads it into
his chest.

Riley: Stop! Those files--

Adam: Oh! Mother created you, too.

Riley: Maggie is not my mother! (to Buffy) I have a mother! A real--

Adam: A birth mother. Yes. But after you met Maggie, she was the one
who shaped your basic operating system. She taught you how to think.
How to feel. She fed you chemicals to make you stronger. Your mind
and body. She said that you and I were her favorite children. Her
art. That makes us brothers. Family.

Riley: No! (taking a step forward) I'm not like you!

Adam: That's pain, isn't it? Why? Because your feeding schedule
--the chemicals-- have been interrupted? Or do you miss her? Tell
me.

Riley: I'll kill you!

Adam: (calmly) You won't. You haven't been programmed to.

Riley: I cannot be programmed! I'm a man!

Adam: It's here.

He's pulled out another disk and his holding it up for Riley to see.

Adam: The plan she had for us. What happens. How it ends.

Riley: (quietly) No.

Adam: Do you want to hear?

Riley: No!

Riley draws his Barretta and aims it at Adam. Before he can pull the
trigger, Adam grabs his arm and forces him to drop it. Buffy rushes
forward and Adam backhands her in the face, sending her to the floor.
Riley frees himself and punches Adam across the metal side of his
face. Adam, unfazed, hits him with an uppercut that sends him flying
high across the room over a middle work table. He hits the floor in a
tumble, stunned.

Xander rushes forward but Adam just shoves him back against the wall
and he goes down.

Buffy is on her feet and sends a powerful roundkick to Adam's chest.
Adam just looks at her and smashes a fist across her face. She
retaliates with a punch to his midsection. Adam responds by slamming
the same fist down on her shoulder this time driving her to the floor.

Angleman decides it's time to get the hell out of there and runs past
Adam, heading for the door. Adam sees him and his Polgara skewer juts
out of his arm.

Adam: Doctor.

Adam steps forward and plunges the skewer into Angleman's back. He
gasps and shudders in pain for a few seconds then falls to the floor,
sliding off the spear. Riley runs up behind Adam and jumps on his
back, wrapping an arm around his neck. Adam just turns on him and
stabs him in the left side of his abdomen. Riley falls back, hitting
the metal railing of the stairs, and drops to the floor clutching his
side.

Buffy gets to her feet and slams a side kick into Adam's back, this
time making him stumble. He quickly turns and she ducks a slash aimed
at her head. He grabs her around the neck with his other hand and
shoves her to the floor.

Cut to the door. Graham and Forrest can be seen through the small
wired-glass window. They are pounding on the door, trying to get in.

Adam grabs Buffy again, lifting her off the floor, and throws her
against the wall. She hits hard and falls, unmoving. Adam just
stands and looks down at his fallen opponents.

There are now more commandos outside the door, trying to break
through.

Adam: Thank you. This has been . . . very interesting.

He walks to the stairs and heads back up to the catwalk. Riley is
lying against the wall, in pain and Buffy, nearby, is starting to move
again.

Commando: (OS) Back away from the door!

Finally, one of the commandos figured out that one of the very big
guns their holding would be very helpful right now, and sends a circle
of shots through the metal door around the handle. Adam walks under
an airvent and reaches for the grated cover.

Buffy moves to Riley's side.

Buffy: Riley. Are you okay?

The door gives way and two commandos rush in, guns ready. Forrest and
Graham are right behind them and another half dOzen commandos follow.
They see Angleman's body as they walk inside.

Commando: (OS) Secure the room! Go! Go!

Xander: (still on the floor) We got a demon in here. It escaped
through that vent.

Buffy: It's not the Polgara. It looks sort of half man.

Forrest: Right! And you just happened to be in the neighborhood.

Riley: (painfilled) She's telling the truth. I saw it. It killed
Angleman. Go. Now!

Commando: Yes, sir.

Several commandos rush up the stairs to the vent. Forrest steps
closer to Riley.

Buffy: He needs to go to a hospital.

Forrest: We'll take it from here.

Buffy: I'm going with him.

Forrest: It's a military hospital.

Buffy: No.

Forrest kneels beside Riley.

Forrest: Back off! We take care of our own around here, understand?

Two of the commandos standing next to Graham aim their rifles at
Buffy. Xander, not liking where this is going, moves closer to her
and reaches a hand down to her.

Xander: (concerned) Buffy.

Forrest motions Graham forward and Buffy has to move as he and Forrest
lift Riley to his feet.

Forrest: (to commandos) Escort them out.

Riley looks back at Buffy.

Riley: (weakly) Buffy

Buffy can only stand and watch them take him away and tears start to
fill her eyes. And we cut to--

The door of Willy's Place swings open and Spike is ejected, tumbling
into the alley in a broken, bloody mess. As he lies on his back, a
large bad-ass demon walks out and stands over him.

Bad-ass Demon: What did you expect, Spike? A welcome party?

Quick shot of two more mean looking demons standing in the doorway.

Bad-ass Demon: Word's out: you've been making war on the demon world.

Spike: (dazed) War?

Bad-ass Demon: With the Slayer! You kill other demons and the rest of
us don't hold with that.

The other two demons, growling, duck back inside where the jukebox can
be heard playing loudly.

Bad-ass Demon: Still . . . if I see you around here again, *I'll* be
inclined to break that code. Do you understand?

Spike doesn't, or can't, say anything and the demon turns and walks
back inside. Leaving Spike alone.

Cut to UC Sunnydale. Next day. Willow and Buffy are outside, walking
across campus.

Willow: No word from Riley?

Buffy: Nothing. The Initiative probably has him locked in some medical
ward. There's no way I can get near him until I come up with a better
plan than just storming in and getting us all shot.

Willow: Yeah, you might want to work the kinks out of that one.

Buffy: What am I going to do? He needs me and I can't get near him.

Willow: You'll find a way.

Buffy: It's not like I can spend all of my energy going after the
Initiative. Not while Adam's out there.

Willow: He's really that big of a threat?

They move to the side of the walkway and sit down on a wooden bench.

Buffy: (sighs) I could barely fight him. I-it was like Maggie
designed him to be the ultimate warrior. He's smart and fast. He
gave the commando guys the slip with no problem.

Willow: There's gotta be a flaw.

Buffy: I think the part where he's pure evil and kills randomly was an
oversight.

She lets herself sit back as her thoughts return to Riley.

Buffy: I never should have let them take Riley. I need to be with
him.

Willow: I'm sure he's okay.

Buffy: There's no way he can be. Everything he's ever believed in has
been taken away or . . . He's alone. He has nothing to hold on to.

Dissolve to the corridors of the Initiative. Commandos and Scientists
are going about business as usual. One commando is standing guard at
a closed door. Dissolve to interior and the camera pans across the
medical room where we see Riley lying on a bed. his abdomen is
wrapped heavily in bandages, a small red stain over his wound. He's
still sweating a little but no longer seems agitated. He's staring at
the wall.

He lifts his right hand and looks at Buffy's scarf still wrapped
around his hand.

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