Fade in. Night. Exterior shot of the ruins of Sunnydale High School.
Dissolve to interior. Buffy is walking through the rubble in one of
the burnt out corridors. She reaches Riley's campsite.

Buffy: Riley?

She turns around a calls down the empty corridor.

Buffy: (louder) Riley.

Cut to Riley. He is standing in Adam's lair.

Adam: Your thoughts are troubled.

Adam walks across the chamber to stand in front of him.

Adam: In turmoil. I understand, brother. We have a lot to discuss.

Riley opens his mouth to say something but for some reason he can't
talk.

Adam: Speak.

Riley: What've you done to me?

Adam: Nothing. (starts pacing in front of Riley) It was Mother. Your
Professor Walsh. She implanted the behavior modifier.

Riley: (stunned) A chip in my head. She really did it.

Adam stops in front of him.

Adam: Actually, the chip is here. (points to Riley's chest close to
his left shoulder) Tied directly into your central nervous system
through the thoracic nerve. This is phase one of your preparation.
It lay dormant until the time came. I simply activated it, brother.

Riley: (angry) Stop calling me that. I'm not your brother. You're a
botched science experiment. And I'm a human being who's gonna do
everything in his power to--

Adam: Sit.

There's no hesitation and Riley sits down on the rock behind him.

Adam: You have no power. (Riley lowers his eyes) Not yet. (pacing
again) Once you forget your old life and embrace your destiny as I
have, you will know power you've never dreamed of. (smiling) I think
you're going to like it.

Riley raises his eyes and glares at Adam's back.

Wolf's howl. Buffy theme and opening credits roll.

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

Fade in. Adam's lair. Riley is still sitting. Adam is pacing.

Adam: Demons cling to old ways and ancient feuds. And they're
hopeless with technology. Unworthy.

Riley: Not really wanting a lecture right now.

Adam continues as if not interrupted.

Adam: Disappointed by demon-kind, we turned to humans. Smart,
adaptive. But emotional and weak. Blind. But there's imperfection
everywhere. Something must be done. Who will deliver us?

Adam stops, looking down at Riley.

Adam: Mother. She saw our future, yours and mine. She saw that you
were necessary. She saw the role that you will play by my side.
Stand up.

Riley rises to his feet. Adam puts his hands on Riley's arms.

Adam: You see, we are brothers after all.

Cut to Spike leaning against the wall of the entrance leading out into
a larger cave.

Spike: Warms the cockles of my non-beating heart seeing you lads
together.

Adam turns to Spike.

Adam: I didn't send for you, Spike.

Spike: Yeah, well. I'm not much the "being sent for" type. (walks
towards them) I'm much more the, uh, "I did my part now get this chip
out of my head" kinda guy.

Spike looks at Riley.

Spike: Slightly stiffer than usual.

He raises a hand in front of Riley's face and snaps his fingers four
times. Riley doesn't even blink, giving Spike a hard look.

Spike: Subtle but I like it. What's with `im?

Spike starts poking him in the chest making Riley sway slightly on his
planted feet.

Adam: I activated his chip.

Spike: Oh. So it's chips all around, is it? Someone must have bought
the party-pak.

Adam: You get yours removed when the Slayer is where I want her.

Spike: She's separated from her friends. (crosses the chamber) They
want nothing to do with her. She's all alone.

Spike sits down and relaxes on the beat-up sofa. Adam walks towards
him.

Adam: That's how I want her. Where I want her is down in the
Initiative. (looking at Riley) She will ensure that as many demons die
as humans. She will achieve maximum carnage before she's too weak to
go on.

Riley: No! You can't--

Adam: Stop talking.

Riley stops talking, though it's clear he has more to say.

Spike: Right. The Initiative. But getting her there, that's what the
bleedin' disks are for, idn't it? Well, the little witch gives her
the info and pop, Alice heads back down the rabbit hole.

Adam: The witch?

Spike: Uh, Willow. (raises his hand over his head) About so high.
Perky. Good with math. Natural choice.

Adam: Her friend?

Spike: Right.

Adam: One of the friends from whom you so efficiently separated her.

Spike: (happily smugged) Damn right I did. You should've seen `em.
They won't be talking to each other for a long, long--

Spike trails off as he suddenly realizes something. Adam is waiting
patiently.

Spike: Hang on. I think I might have detected a small flaw.

Adam: So you failed.

Spike: W-- (sighs) Hey, you're supposed to be so smart, (standing) you
let me plan this thing.

Adam just looks at him.

Spike: Okay, let's not quibble about who failed who. (Adam turns his
back on Spike and walks back to Riley) The important thing is making
sure the Slayer is where we want--

Adam points out of the chamber.

Adam: Go.

Spike: (not missing a beat) Gone.

Spike heads for the cave, then stops and turns to Adam.

Spike: So, uh, we'll do this chip thing when I get back.

Adam just turns his head and glares at him. Spike nods and leaves.

Cut to exterior shot of Giles' apartment building the next morning.
Someone is knocking on a door. Cut to inside Giles' apartment. He's
in a robe reaching for the handle of his front door. He is holding a
small wet towel against the back of his neck, suffering from a
hangover. He opens the door to reveal Willow and Tara. Willow looks
a bit uncomfortable.

Willow: (awkward) Hey.

Giles: (awkward) Hello.

There is a moment of uncomfortable silence then Giles tightens his
robe around himself.

Giles: Oh, uh, pardon the robe. Bit of a late start.

Willow: (softly) Right.

Tara breaks the lull that follows.

Tara: I hope you're feeling all right, Mr. Giles.

Giles: (forced smile) Oh, yes. Quite-quite well, thank you. Yes,
I'll-I'll probably have a brisk jog later on.

Another moment of silence.

Giles: (to Willow) Did you want something?

Willow: I forgot my laptop and the disks.

Giles: (motioning her in, removing his glasses) Uh, please, please,
please, come in.

Willow goes to his desk and starts gathering her stuff.

Giles: Uh, will you be working here? Y'know, typing, talking.
W--because that, that-that would be fine.

Willow has closed her laptop and regards him for a second.

Willow: No. That's okay.

As she slips the laptop into her bag, Giles looks towards Tara. She
offers him a smile. Giles breaks eye contact by putting his glasses
back on.

Willow: Got 'em.

Willow stops at the doorway and faces him again.

Willow: So . . . see ya.

Giles: Right! Yes, well, good luck with-with that.

We can see Willow's eyes watering as she nods.

Willow: Okay. Bye.

Tara: Bye.

They turn and leave, crossing the courtyard. Giles silently closes
his door and presses the wet towel against the back of his neck again.

Cut to Buffy and Willow's dorm room. Buffy is sitting down on the
floor against the side of her bed. It looks like she's been up for a
while. The cut on her forehead is still prominent but seems to be
healing. She slowly stands up and walks over to Willow's night stand.
She picks up a small framed photo and looks at it. Close up of the
picture. It's of Buffy, Willow, and Xander, as they were as juniors
in high school, lying on the grass out in the sun. Xander's head is
propped against her leg and Willow is looking over Buffy's shoulder.
They are all smiling. Forlornly she puts the picture down and lifts
the phone receiver to her ear about to start dialing. She decides
against it and puts it back down. Taking a moment to think, she walks
around to the other side of her bed and puts an open shoulder bag on
it, ready to fill it. She stops and looks down at the floor at
something that's caught her attention. She reaches down and picks up
a long-handled battle axe with a shiny blade, that would make Angel
jealous.

Cut to exterior shot of the Harris home. Cut to Xander's basement.
Overhead shot of Xander in his fold-out bed. He is awake staring up
at the ceiling. We can see that he isn't wearing a shirt.

Anya: (OS) Xander.

Cut to Anya standing on the middle landing of the stairs.

Anya: (walking the rest of the way down to the bed) You said you
wanted to check the board at the unemployment office, this morning.

Xander turns his head to the side to glance at her. He doesn't say
anything and looks back up at the ceiling. Anya grabs the covers and
lifts them. Seeing what's underneath, she lets them fall.

Anya: You can't go like that. They won't even interview you if you're
naked.

Xander: (gloomy) I'm not going. There's never anything good. (sighs)
Maybe I should join the Army?

Anya: Don't they make you get up really early in the morning?

Xander: (blinks) Oh, yeah. Never mind.

He pulls the covers over his head. Anya pulls the blanket off his
face.

Anya: Are you still upset about that fight you had with your friends?
It was hours ago. Get over it.

Xander: Anya, you-- (pause) Forget it.

Anya: So they all thing you're a lost directionless loser with no
plans for his future. (with the wave of her hand) Pfft!

Xander: Anya, you can't (waving his hand) "pfft" that stuff away.

Anya: Why not?

Xander: I don't know. 'Cause I think maybe they're right.

Taking in his depressed mood, Anya lays down beside him resting her
head on his shoulder.

Anya: So what if they are? You're a good person and a good boyfriend
and . . .

She starts to play with his chest with her finger.

Anya: And I'm in love with you.

She lifts her head to look at him.

Anya: Whatever they think of you. It shouldn't matter.

She rests her head on his shoulder again.

Xander: Yeah. Yeah, it doesn't matter.

But from his expression we can see that's not true.

Cut to the interior of a dark cave. Buffy steps into view from around
the bend. She has her bag hanging from her shoulder and is armed with
the battle axe. This is the same cave where she fought Adam
yesterday. She whips her head to the right when she hears loose
pebbles tumbling down the side of the wall from a hole in the ceiling
where sunlight is shining through. She continues further until she
reaches a narrow passage. When she steps through on the other side
she sees a chamber which is connected to the sewer tunnels. There is
a beat-up couch and a long desk with several computer monitors on it.

Buffy: (softly) Adam.

She steps further inside. The place looks deserted.

Buffy: Where are you?

Cut to closeup of a smooth concrete wall. There is a perfect circle
in the wall, a portal as the door rolls to one side to reveal Adam and
Riley standing in a cave. Adam walks through the portal first
stepping down into a large underground chamber.

Adam: This is where it will all happen.

As soon as Riley steps down the portal closes again and he follows
Adam into what looks like a laboratory with metal operating tables
lining both sides of the chamber.

Adam: Where the new race begins.

Riley: Where are we?

Adam: In the Initiative. There are areas no one knew about. Beyond
those that needed to. Mother kept her secrets well.

Riley sees a person in a lab coat crossing slowly in front of them.
He recognizes Maggie Walsh, but her skin looks gray, decaying. There
are thick tubes running from her chest circling behind her neck into a
small device which seems to be circulating blood.

Adam: (to Walsh) Didn't you?

Riley: Professor Walsh?

But she doesn't respond to him. Just continues to walk like a zombie
to one of the operating tables, carrying a metal pan in her hands.

Adam: This is all how she planned it. Except she thought she would be
alive.

Walsh hands the pan to another zombie in a lab coat whose back is
turned to us. On the table between them someone wearing commando
fatigues is lying on it. The second zombie turns and Riley sees it's
Dr. Angleman.

Riley: (worried) Are you-- Is that want you're going to do to me?

Adam: They're just workers. (puts a hand on Riley's shoulder) You know
your destiny is much greater.

Riley dwells on those words and doesn't like the implications.

The zombies have stepped away from the table and the person lying on
it suddenly sits up. It is another cyborg demon like Adam. But Riley
recognizes him.

Riley: (with dread) Forrest. Oh, God.

Forrest looks at him. We can see metal devices implanted into either
of his temples. His face, from his forehead to the top half of his
mouth is still his normal brown flesh. The rest of his head is an
orange demon yellow as well as his jaw and neck; sutured and metal
stapled to his human flesh. His lower jagged teeth a contrast to his
normal upper human teeth.

Forrest: God has nothing to do with it.

Adam has a grotesquely proud smile on his face.

Off Riley's shocked expression, fade out.

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

Fade in. Buffy is walking quickly through the caves, on her way out.
Then she senses something to her left and spins in that direction,
battle axe ready.

Spike, coming from a smaller tunnel, stops and raises his hands.

Spike: Easy, sheriff. Watch where you point that thing.

Buffy: What are you doing here?

Spike: Looking for a little weekend getaway place. Shove off.

Spike heads further into the cave in the direction Buffy just came
from.

Buffy: Adam's been using these caves.

He looks over his shoulder and stops.

Spike: What?

Buffy: I found his lair.

Spike: Oh, cripes. That's all I need. Running into that goon.

Buffy: Yeah, well Adam's cleared out of here. So whatever he's
planning is about to go down.

Spike: (mockingly) Look at little Nancy Drew. What about those disks
I nabbed? They ought to tell you something.

Buffy lowers her eyes.

Buffy: Willow has the disks.

Spike: Well, I'd get on that. (Buffy rolls her eyes at him) Can't
ignore valuable information just 'cause you two birds fell out, now
can you?

Buffy just looks at him, realization entering her eyes.

Buffy: (a beat) Right.

Spike: Well, (shrugging) you do what you want. (walking off) No worry
of mine now, is it?

Buffy turns and, with renewed purpose, hurries on her way out.

Cut to Tara's dorm room. Willow is sitting on the bed working on the
laptop.

Tara: Maybe you should rest? Clear your head?

Tara sits down next to her.

Willow: Can't. Not now.

The encryption is still crisscrossing the screen.

Willow: I think I'm on to something. I-I've been assuming that the
. . the ciphertext was encrypted with an asymmetric algorithm. Then
it hit me. A hexigonic key pattern.

The computer beeps and Tara points to the screen.

Tara: Hey, look! You did it!

Willow: (frowning) I didn't. I haven't even finished typing in the
new code.

On the screen legible text is starting to appear.

Tara: Something's doing it.

Willow: Must be programmed to self-decrypt at a certain point. That
is so annoying. It-it's like somebody blurting out the answer to a
riddle just when you've-- (without enthusiasm) I mean, yippee! We
have the information.

Tara: I don't know if "yippee" is the right response either. Read
that.

The phone rings and Tara goes to answer it as Willow reads what's on
the screen.

Tara: Hello? Yeah, she's right-- I mean . . . let me check.

Tara puts the receiver against her shoulder and looks at Willow.

Tara: It's Buffy.

Cut to the secret lab. Riley is sitting in a large, metal chair.
He's not restrained to it but his arms and feet are planted on the
rests as if he was.

Riley: Professor Walsh.

The Walsh zombie is standing in front of the small work table beside
him, filling a long syringe with a dark red liquid.

Riley: Professor Walsh, it's Riley Finn. Can you hear me?

The zombie continues as if not hearing him.

Forrest: (OS) She's dead.

Forrest crosses in front of Riley and stands next to Walsh.

Forrest: Artificially reanimated with basic to moderate brain
activity. Mommy can hear you, but she's still a walking corpse.

Riley: So are you.

Forrest: (shaking a negative finger) Hm-mm. Got that wrong. I'm
surging with life and strength. (flexing his arms) Adam made me to be
nearly as bad as he is.

He jabs a clawed fist at the air in front of him. We can see that his
right arm is demon and slightly longer than his human left one. He's
looking at the long talons on his new hand.

Forrest: Really looking forward to trying out your girl again.

Riley: I'm sorry, Forrest.

Forrest: Don't be. This is the best thing that ever happened to me.
I'm free of all my weaknesses, my doubts. He's gonna fix you up, too.
Soon as we got some choice parts. Then you and me will be back on the
same side. Moving toward a new future.

Riley: I'll never let that happen.

Forrest: (stepping closer) You don't get it, brother. You don't have
a choice. Your will belongs to us now.

Riley: No. That's not true.

Forrest leans his hands on the armrests of Riley's chair, looking him
straight in the eyes.

Forrest: Then why don't you get out of that chair and walk out of
here.

Riley: You can't control my--

Walsh: Riley . . . be a good boy.

The Walsh zombie is looking at him with colorless dead eyes and
Forrest steps back as she approaches. She lays a dead hand on Riley's
wrist and plunges the syringe into his arm.

Cut to UC Sunnydale. Buffy is walking across the open campus, her
arms crossed, oblivious to all the students around her. She stops on
the walkway as the others approach from different directions, forming
a square. Xander to her left, Giles to her right, and Willow in front
of her. They don't say anything for a long uncomfortable moment.
Finally, Buffy looks at Xander.

Buffy: Where's Anya?

Xander: Oddly, Anya decided not to join us despite all the fun we had
at our last meeting.

Willow: (tersely) And I don't think Tara felt welcomed.

Buffy: Why? Because of the things we said? (Willow nods) Will, who
told you that we were talking behind your back, specifically?

Willow: Well, I-- Spike, specifically. But--

Buffy: (to Xander) And who told you that we thought you'd be better
off joining the Army?

Xander: (a beat) That's not . . . *exactly* what he said.

Buffy looks to Giles. He was bringing his cup of coffee to his mouth,
but then lowers it.

Giles: Um, uh, Spike can be very convincing when-when-when, uh
. . . (sighing) I'm very stupid.

Buffy: He played us. He wanted us to fight to split us up.

There's another awkward moment of silence as they all consider this.

Buffy: That's where it came from. The . . stuff we said the other
night.

Giles: Of course. (trying to sound light) Well, piffle. Let's-let's
move on.

Xander: (eager) I'm moving.

Willow: Me too.

Buffy: Good. (a beat) Great.

But it's obvious none of them are entirely convinced of this and they
stand there avoiding eye contact. Finally. . .

Willow: So . . why do you think Spike made with the head games?

Xander: He's all dressed up with no one to bite. He's gotta get his
ya-yas somehow.

Buffy: I think it was more than that. I think it was Adam.

Xander: Spike's working for Adam!? After all we've done-- (throws his
arms up) Nah. I can't even act surprised.

Buffy: I just went to Adam's lair and he was gone. But Spike just
happened to be there and he made this big noise about getting the
information off those encrypted disks.

Willow: (perks up) Oh, I decrypted them.

Buffy blinks in surprise.

Willow: (begrudgingly) Well, they decrypted themselves, but I almost
had it.

Giles: What did they say?

Willow: Bunch of stuff we already knew about 314. But it also said
there's some final phase where Adam manufactures a bunch of creepy
cyber-demonoids like him. There's a special lab in the Initiative,
but it didn't say where.

Buffy: Adam fed Spike those disks. It has to be. He wanted me to
know about his evil-guy assembly line. (to Willow) This . . lab, it's
in the Initiative?

Willow: Hidden somewhere.

Buffy considers this.

Buffy: Well, give the demon his due. He thought this one out.

Willow: What do you mean?

Buffy: You know how overcrowded the containment cells have been at the
Initiative? Those demons were just too easy to catch. It's like they
wanted in that place.

Giles: The Trojan Horse.

Buffy: Adam's gonna make sure the demons attack the Initiative from
the inside.

Xander: Demons versus soldiers. Massacre, massacre.

Willow: And Adam has a neat pile of body parts to start assembling his
army. Diabolical yet . . . (grimacing) gross.

Xander: Does anybody else miss the
Mayor-I-just-want-to-be-a-big-snake?

Buffy: I got to shut him down, Giles. His final phase is about to
start.

Giles: We need to warn the Initiative.

Buffy: They're not going to listen to me.

Willow: Riley?

Buffy: He's a deserter. He . . got some bad news anyway and kinda
. . took off.

Willow regards Buffy thoughtfully. Xander raises his hand.

Xander: Okay, I'm confused again. Adam has this evil plan. Why is he
so anxious for you to know about it?

Buffy: He wants me there. Probably figures I'll even the kill ratio.

Xander: He's not worried you might kill . . oh, say . . *him*?

Buffy: (candidly) No. He's really not.

Cut to secret lab. Adam is gazing up at the ceiling but seems to be
looking at something beyond that.

Adam: (smiling) She's coming. I can feel it.

He turns around to face Spike who is standing beside Riley's chair.

Spike: Good on you. Got a chunk of prognosticating demon in there,
`ey?

Spike walks over to one of the operating tables.

Spike: Now, (claps his hands together) if you'll just get this chip
out of m'cranium . . (hops up on table) I'll be out of your way. And
mind the hairline, I don't fancy fussing with a comb-over once I've
resumed my killing ways.

Riley just watches them silently, unable to talk. Adam doesn't move.

Spike: (sternly) Come on, we had a deal.

Adam: When she's here.

Sighing impatiently, Spike lets his head hang down. Off Riley's tense
expression, we leave them.

The gang has retreated to Giles' apartment. He's looking down at the
supplies they've gathered on the coffee table.

Giles: There's certainly no lack of supplies. I only wish I knew
which ones would kill Adam.

He sits down on the arm of his couch removing his glasses. Willow is
on the couch going through an old book. Xander is standing behind the
sofa and Buffy is sitting on the floor, knife in hand, sharpening a
very large stake about the size of a baseball bat.

Buffy: According to Riley, his power source is a uranium core embedded
somewhere inside his chest, probably near the spine.

Xander: Great. So we just ask him to lie down quietly while we do
some exploratory surgery.

Willow: What about magic? Some kind of . . I don't know
. . uranium-extracting spell?

The others look at her and Willow winces.

Willow: I know. I'm reaching.

Giles: Perhaps a paralyzing spell?

Giles moves to a book case and grabs a book from on top.

Giles: Only I can't perform the incantation to this.

Willow: Right, don't you have to speak it in Sumerian or something?

Giles: I do speak Sumerian. But it's not that. (sits down again) Only
an experienced witch can incant it and you have to be within striking
distance of the subject.

Xander: (to Buffy) See what you get for taking French instead of
Sumerian?

Buffy: (mock regret) What was I thinking?

Xander: So, no problem! All we need is combo Buffy. Her with Slayer
strength, Giles' multi-lingual know-how, and Willow's witchy power.

Everyone looks at him.

Xander: Yeah, don't tell me. I'm just full of helpful suggestions.

Giles: (seriously) As a matter of fact, you are.

Now everyone stares at Giles.

Cut to panning shot of the blue sky over UC Sunnydale. Camera stops
on Lowell House. Cut to interior. We see Buffy step to the porch,
through the glass of the front door, and leads the others inside.
When they're all in she closes the door behind them. Xander and Giles
are carrying loaded shoulder bags.

Willow: (to Xander) Nervous?

Xander: (nervously) No way. I'm full of that good old Kamikaze
spirit.

Buffy takes the lead again and they follow her through the large
living room.

Giles: (conversationally) Xander, just because this is never going to
work there's no need to be negative.

Willow: The enjoining spell isn't powerful enough to defeat Adam?

Giles: It's very powerful. It's also . . extraordinarily dangerous.

Buffy opens the double doors into the central hallway and stops in
front of the full length mirror in the wall. She turns to the others.

Buffy: Game faces, guys. We're going in.

She lashes out with a side kick and they all jump back as the mirror
shatters to reveal the empty elevator shaft leading down.

Dissolve to a short time later. Camera angle looking down the deep
shaft. Cut to Buffy and Willow. They are in rappel harnesses and are
slowly descending, walking the wall of the shaft.

Buffy: How you doing?

Willow: (tad scared) Super. What was I thinking using stairs all this
time.

Buffy: Okay.

Buffy is silent as they continue to descend. Then she looks at Willow
again.

Buffy: Will--

Willow: No, really, Buffy. It's not as scary as I thought.

Buffy: No. That's not what I was going to say.

Willow looks at her. Buffy hesitates, glancing down the shaft.

Buffy: I just . . . I'm sorry. I hate that things have been so
strained between all of us.

Willow: It's not your fault. Spike stirred up trouble.

Buffy: Yeah, but I think trouble was stir-uppable. I think we all
sort of drifted apart this year, don't you?

Willow: Maybe a little. But you know, first year of college it's hard
to keep the old high school gang together.

Buffy: But I want it together. Will, I miss you. And-and Giles and
Xander. And it is my fault. I've been so wrapped up in my own stuff,
I've been a bad friend.

Willow: You're the Slayer, Buffy. You're stuff is pretty crucial.

Buffy: I mean Riley and . . . Riley, mostly.

Willow: Well, I haven't been Miss Available, either. I-I kept
secrets. I hid things from everyone.

Buffy: That's not your fault. Will, you were going through something
huge.

Willow: I wanted to tell you, but I was so scared.

Buffy: (tears in her eyes) You can tell me anything. I love you.
You're my best friend.

Willow also has tears in her eyes and Buffy reaches out to her with
one hand holding her line. Willow also reaches out.

Willow: Me, too. I love you, too.

They hug each other. Then, together, they start to descend much
faster.

Willow: Falling now!

But they're close to the bottom and land safely on their feet on top
of the elevator. Then they hug again, holding each other tightly.

Buffy: Let's promise to never not talk again.

Willow: I promise, I promise.

Then they see Xander sliding down next and let him land right between
them. They quickly move in to hug him from both sides.

Buffy: Xander!

Willow: Oh, wonderful Xander!

Buffy: You know we love you, right?

Willow: We totally do!

Xander glances at both of them.

Xander: (with dread) Oh, God, we're gonna die, aren't we?

Willow: No. We just missed you.

He looks at them again as they continue to hug him and a big smile
cracks his face. He looks up the shaft at Giles.

Xander: Giles, hurry up!

Giles looks down and sees the three of them hugging.

Xander: You definitely want to get down here for this!

Moments later, they are all standing on the elevator now. Xander is
sliding a prybar in between the doors to the floor above the elevator.

Buffy: Okay. We stick together and everything should be fine.
Everybody ready?

Xander and Giles got their hands between the doors now and start
sliding them apart.

Buffy: Let's . . .

They open the doors and find themselves looking up at half a dOzen
Initiative commandos pointing blasters and rifles down at them.

Buffy: . . . do this.

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

Fade in. Close up of a black and white security monitor. On the
screen we see Buffy rounding a corner into a corridor being escorted
by three commandos.

Spike: (OS) It's Must See TV.

Cut to Adam and Spike looking at the monitor. They are in a control
room. Spike takes a pull on his cigarette.

Spike: Bait's been taken. Trap's all set. The Slayer has landed. So
. . (turns to Adam) one chipperectomy please.

Adam ignores him and continues to watch the monitor.

Spike: Hellooo! Paging Dr. Owe Me One.

Adam: She's not alone.

Spike looks at the monitor again and steps closer to the small screen.
He sees Willow, Xander, and Giles enter the corridor being escorted by
three more commandos.

Adam: You failed me again.

Spike doesn't turn around.

Spike: Well, that's one way of looking at it.

Adam: What's the other way?

Spike looks over his shoulder at him, then takes off, running past
Adam. Adam makes no move to stop him. Spike has almost reached the
doorway when Forrest suddenly steps in catching him by the throat with
his claw.

Spike: GOH! C'mon! It's not like I wasn't trying! That's worth
something, isn't it?

Adam: I suppose. Yes. I will honor our agreement and remove your
chip. (to Forrest) Take his head off.

Forrest growls and slams Spike against a control panel getting both
hands around the vampire's neck. Spike tries to struggle but Forrest
is too strong. He raises his cigarette and slowly grounds it out in
Forrest's left eye. Forrest has to pull back and Spike shoves him off
and escapes. Forrest is about to give chase when--

Adam: Let him go.

Forrest stops and turns to Adam. Adam looks at the monitor again
which is now showing an empty corridor.

Adam: There's no where left to run.

Close up of Forrest. He looks pissed and his left eye has turned into
a solid white dead orb.

Cut to the command center of the Initiative. Several commandos are
guarding Buffy and the others and they're watching Colonel McNamara
who is searching Giles' bag.

Buffy: Colonel--

McNamara: Shut up. You got some nerve, lady.

Buffy: You have to listen to me.

McNamara: You think you and your friends can just keep waltzing into a
government installation, brandishing weapons like . . .

He takes out a large pear-shaped object with strange markings carved
into it. He looks it over.

McNamara: Like . . .

Willow: It's a gourd.

McNamara just looks at her.

Giles: It's a magic gourd.

McNamara: What kind of freaks are you people?

He sets the gourd down on the table.

Buffy: Adam is here, Colonel. In the Initiative.

McNamara steps closer to her.

McNamara: Nice try.

Buffy: Those overcrowded containment cells of yours, courtesy of Adam.
He's pulling a "Trojan Horse" on you. He's just waiting--

McNamara: Every inch of this installation is under constant
twenty-four hour surveillance!

Willow: Including the secret lab?

McNamara: Including everything!

He gives her a stern look for a moment, then turns to Buffy.

McNamara: What secret lab?

Buffy: The one Adam's been using. The one built for the final stage
of the 314 project.

From the colonel's expression she realizes . . .

Buffy: And you have no idea what I'm talking about.

McNamara: I know everything that goes on around here. A tick on a
mouse couldn't get in without my knowing it. And if Adam wants to try
we're ready for him.

From Buffy's expression it's clear he's not convincing her.

Giles: (offhandedly) Jolly good. H-how exactly do you plan to get
close enough to Adam to remove his power source?

Buffy raiser her eyebrows expectantly at McNamara.

McNamara: Hit him simultaneously with multiple taser blasters.
Incapacitate him with as much voltage as we can muster.

Xander: Great plan. That's right up there with "duck and cover."

Willow smirks at that.

Buffy: I've seen Adam hit with taser blasts, he feeds on it. And now
you're gonna provide him with an all-you-can-eat buffet?

McNamara: You telling me my business?

Buffy: (stepping closer) This is not your business. It's mine. You,
the Initiative, the boys in the Pentagon, you're all in way over your
heads. Messing with primeval forces you have absolutely no
comprehension of.

McNamara: And you do?

Buffy: I'm the Slayer. You're playing on my turf.

McNamara: Up there, maybe. But down here, I'm the one who's in
control.

As if on cue, all the lights go off and the emergency lights kick in
half a second later. A commando sitting in front of a control panel
speaks up.

Commando #1: Sir. The power grid's down. Back-up's not responding.

He tries typing in commands into his keyboard but nothing happens.

Commando #1: We're locked in.

Cut to Adam. He is sitting in front of a large control panel looking
at a monitor showing the containment cells full of demons. He starts
hitting switches and the lights go out in the containment area. He
poises a clawed finger over another switch and looks into a different
monitor, this one showing him a female scientist and a commando
entering the containment area.

Adam: (with anticipation) This will be interesting.

He flips the last two switches.

Cut to the containment area and all the cells start to slide open.
One demon "Spider-Man-ing" on the ceiling sees its cell opening and
drops down like a cat. Vampires and demons of all types start pouring
out, growling hungrily.

Scientist #1: What's going on?

Commando #2: I don't know.

Then they see the demons coming at them.

Scientist #1: GO!

A fur-covered demon runs at the scientist and she drops her clipboard
just before it leaps on her. Another demon jumps on the commando and
they both start to scream. Blood sprays across the clipboard.

Back in the command center, McNamara is leaning against the control
panel listening to the reports while Buffy and the others look on.

Commando #1: Containment area's been breached. Hostiles are loose.

McNamara: How many?

The commando looks up at him.

Commando #1: All of `em, sir.

Buffy: It's Adam.

McNamara straightens and faces her.

Buffy: Look, I'm the only one that can stop him now. Just let me
handle this. Get your people out of here.

Instead, he turns to a couple of commandos behind him.

McNamara: All right, you men follow me. We got to take the armory
now.

Buffy: Colonel--

McNamara doesn't even glance her way as he walks by her. He stands in
front of another commando and points to Buffy.

McNamara: These people are under arrest, do you understand?

Commando #3 : Yes, sir.

The rest of the commandos follow the colonel as he leads them out of
the room. As soon as they're gone, the first commando starts to rise
from his chair. Buffy hits him with a side kick that sends him to the
floor and the second commando rushes her. Buffy grabs the barrel of
his blaster, pulling him in, and slams his head on the control panel.
With the blaster now in her hands, she smashes the stock across the
commando's face and he falls to the floor.

She turns to the others.

Buffy: We've got to find Adam.

Willow: On it.

Buffy, Willow, and Xander walk around to the other side of the control
panel and Willow takes a seat in front of a terminal and immediately
goes to work on the keyboard. Giles retrieves his bag from the table.

Giles: Buffy, the enjoining spell is extremely touchy. It's, uh,
volatile. We-we can't risk it being interrupted. We need a place
that's close to you and quiet.

Giles joins the others standing around Willow. Xander is looking down
at the control panel.

Xander: Uh, quiet?

Close up of a black and white monitor showing the main wide-open
compound of the Initiative. There is a giant battle being fought
between the freed demons and the commandos. Growls, gunfire, and
explosions can be heard.

Cut to the jumbo-hangar size chamber of the Initiative and we're
suddenly in the middle of the battle. A demon sends a commando flying
high through the air. Not too far away another demon is flinging
another commando off in a different direction. It's a chaotic
free-for-all. Several soldiers are already down being fed upon by
vampires and other demons. A couple of explosions on the other side
of the compound rocks the chamber. A large gray demon is at the top
of the staircase leading to the catwalk and is backhanding a commando
in the face, making the human flip backwards and tumble down the
stairs. Another soldier charges the demon from the catwalk and it
punches him hard across the face.

Below a demon has a soldier by the back of his uniform and is throwing
him over the railing down into The Pit. The human screams as he falls
to the lower level.

Amidst a cluster of humans and demons fighting hand-to-hand, a tall
hulking green demon strides through looking for something to kill. On
the other side of that conflict a commando armed with a submachine gun
rushes forward and hits the creature with a spray of automatic fire.
The demon jerks with the impact of the bullets then drops to its knees
and falls forward. The commando continues to fire at new targets when
a vampire grabs him from behind and drags him down, fangs already in
his neck.

A female scientist had tried to escape up the metal staircase leading
to the catwalk, but a demon caught her and easily snaps her neck. As
her body drapes limply across the railing, the camera tracks a running
demon coming out from under the staircase. We see Spike standing in
the middle of the battle and he sees the demon coming at him. It
doesn't look like the demon was aiming for Spike but the blonde
vampire raises his arm clotheslining the demon's midsection as it
leaps into the air. The scene goes into slow-motion as the demon
tumbles back to the floor. There is a bright explosion in the
background behind him, as Spike spins around and kicks an approaching
vampire across the face. Spike ducks as another demon takes a swing
at him slamming a fist into its gut then hammering both fists onto its
back, grabbing its coat, and slamming the creature headfirst into a
nearby crate. The first vampire is back up and a couple of commandos
are moving in on Spike's right, but the humans back off when they see
Spike hit the vampire with a jumping sidekick. A second vampire
charges him and Spike is ready with a powerful right hook. The
vampire falls and Spike moves on into the fray. Slow-mo ends.

Another explosion rocks the compound as we cut to a scientist trying
to climb out of The Pit. He's struggling to the top rail and we see
he's being attacked by several viny tentacles. He doesn't make it and
screams as he's dragged back down into The Pit to whatever monster is
screeching below him.

In the command center, everyone is still gathered around Willow.
Xander now has the blaster in his hands watching the doors.

Buffy: How we doing, Will?

Willow: Done.

Her fingers are dancing across the keyboard.

Willow: Hold on. According to this there's airducts and electrical
conduits all running into there.

She points to an area on the screen displaying a diagram of the
Initiative.

Buffy: So?

Willow: So, there's no "there" there. Look.

She points to an empty area off the diagram and Buffy looks at it more
closely.

Buffy: It's Adam.

Giles: Are you sure?

Buffy: Right behind 314. (to Willow) Can you unlock it?

Willow: I don't have to. All-all the locks in the Initiative have
been disengaged. Except for the exits.

Xander: Demon open house.

Buffy: Great. So we know we're going to 314. Now all we have to do
is get there.

In the main compound the battle still rages on. It's hard to keep
track of each struggle, so many demons and soldiers fighting, we can't
even tell if either side is winning. But we do recognize one of the
commandos as Graham Miller runs into view. He stops next to the
railing of The Pit, raising his automatic rifle, and starts picking
off demons on the other side of The Pit with quick well-aimed bursts.

From a door on the far side of the compound, Buffy rushes out into
the battlefield followed closely by Xander, Willow, and Giles. She's
leading the way, running interference and quickly takes down a
vampire in their way with a hard right hook, barely slowing down.
Xander has his blaster ready to back her up as she continues to clear
a path. A demon is suddenly in front of her and she kicks it hard in
the side of its knee and, as it kneels, follows through with a
swinging roundhouse kick to its face. They don't stop. Explosions
rage behind the gang not very far away. Another vampire is in their
way. Buffy spins into a heel kick knocking it aside. A commando
comes running by her being chased by a vampire. A hard side kick to
its midsection and Buffy sends the vamp back slamming into a parked
humvee. A fur covered demon charges her next. Xander fires the
blaster. Buffy ducks and the blast hits the creature sending it
writhing to the floor and she runs past it. The others follow.

Cut to the battle surrounding them. A scientist is running around
frantically waving his arm which is on fire. Nearby a large green
demon is slamming a commando onto the back of another parked humvee.
A second commando jumps down from the roof of the vehicle onto the
demon, taking it down.

Buffy weaves a path for the others as they enter a chain-linked area
but the battle is being waged everywhere. In front of them a horned
demon is hitting a soldier sending him flying back a long distance to
crash into a large stack of boxes. It turns around just in time to
take Buffy's backhand across the face. As the creature falls, Buffy
suddenly finds herself in Graham's line of fire. She turns, ready to
duck for cover and finds Willow behind her.

Buffy: Willow, down!!

She grabs Willow and sends them both to the floor. Xander and Giles
also dive to the ground just as Graham unleashes a volley of rounds in
their direction. Then a demon grabs him from behind and he struggles
as it takes him down. We don't see what happens to him.

Buffy: Come on!

Buffy is quickly on her feet and Giles pulls Willow up and they follow
her, Xander covering their backs. They reach the metal security door
leading into the research area and Buffy rushes through the unlocked
door, closely followed by Willow. Giles reaches the door next as
Xander brings up the rear and he notices a vampire crawling onto a
stack of armory crates atop a motorized cart, baring its fangs down at
him. Giles swings his bag up across its face and the vamp tumbles
down to the floor. He and Xander disappear through the door.

The battle rages on.

Cut to interior of lab 314. Buffy opens the door and the others
follow her in.

Buffy: Okay, it should be over here.

Buffy and Willow hurry to the corner of the far wall and push aside a
shelf loaded with containers of different color chemicals. Buffy
feels along the wall until she finds the edges of the secret double
doors. They swing open with a hiss. Bright light washes over her
from inside as there is still light in that area. She turns to face
the others.

Buffy: Once I'm in, barricade the door behind me.

Willow nods. Buffy looks over to Giles.

Buffy: Is this place okay to be magic central?

Giles is standing by the door, looking out through the small window
watching the corridor. He gives the room a quick once-over.

Giles: It, uh, should do.

Willow: As long as we don't get blowed up or nothin'.

Xander: What're the odds of that?

We hear another loud explosion from somewhere outside.

Buffy: How long before the ritual kicks in?

Giles has moved away from the door and set his bag on an examination
table to begin pulling out the supplies.

Giles: Five minutes, give or take.

Buffy: I'll move fast then.

She is about to step inside the secret door when--

Xander: (stepping closer) Buffy, I still don't like you going in
alone.

Buffy looks at them and smiles.

Buffy: (meaningfully) I won't be.

Buffy turns and disappears into the lighted corridor. Willow closes
the doors after her and rolls the shelf back in place. Meanwhile,
Giles and Xander start barricading the other door.

Cut to Buffy. She emerges from an elevated entranceway overlooking
the secret lab. She sees Riley in the large chair below her. He
appears to be alone.

Buffy: Riley!

She climbs down the short metal ladder and hurries to his side.

Buffy: Are you hurt?

He looks at her but doesn't say anything.

Buffy: Say something.

We can see that he's trying to and Buffy grows concerned. Riley's
eyes move to look at something behind her. She turns and sees the
Walsh and Angleman zombies standing very still, not too far away.

Buffy: What is this? (looks at Riley) Why won't you talk to me?

Adam: (OS) He can't.

Buffy turns around again and sees that Adam has just entered the lab
through the portal. It is closing behind him as he walks towards her.

Adam: He's not programmed to. He's part of the final phase now. As
you were supposed to be.

Buffy: (pleasantly sarcastic) Sorry. I don't jump through hoops on
command. I've never really been one to tow the line.

Adam is now standing in front of her and is just looking down at her
for a moment.

Adam: Oh. (eyes still on Buffy) Kill her.

Forrest suddenly steps up behind her and wraps an arm around her neck.
Buffy struggles against his hold but can't free herself.

Forrest: I thought you'd never ask.

Adam turns and walks past Riley's chair exiting the lab. The Walsh
zombie starts moving, picking up a surgical saw and switches it on.
The spinning blade whines as she slowly approaches Buffy.

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

Fade in. Buffy is still struggling in Forrest's hold as the Walsh
zombie closes in with the surgical saw. Buffy kicks out with both
feet and knocks the zombie back. Walsh goes tumbling against a table
and falls to the floor. Buffy swings Forrest around, freeing herself,
and his back slams up against the work table. A glass beaker falls
off the shelf and shatters close to the edge of the table near Riley's
right arm. Riley looks down at the broken glass.

Cut to 314. Willow, Xander, and Giles are sitting in a circle on the
floor. Giles has just finished lighting four candles in the corners
of their circle. Camera's POV inside their circle spinning slowly.

Willow: The power of the Slayer and all who wield it. Last to Ancient
First. We invoke thee. Grant us thy domain of primal strength.
Accept us and the powers we possess.

Overhead shot. Camera is slowly rotating above them. Willow is
reading from an open book in her lap and we can see the gourd in the
center of their circle.

Willow: Link us mind and heart with spirit joined. Let the hand
encompass us. Do thy will

Cut to the secret lab. Buffy punches Forrest across the face then
tries to hit him with a backhand. He catches her arm then grabs the
back of her neck and shoves her hard to the floor. Her face crashes
into a rolling surgical tray on the way down and she lands on her
back. Buffy kicks up to her feet again and strikes with a roundhouse
kick that Forrest blocks, then lays into him with a right and left
hook combination finishing with a hard punch to his midsection.
Forrest is hardly phased and retaliates with a fist to her stomach.
Buffy tries to counter with a spinning backhand but he catches her arm
again and throws her against a nearby table. Her middle hits the edge
and her face slams down on the metal surface. Buffy falls to the
floor again.

Riley: Buffy!

Buffy is trying to get up and Forrest kicks her in the stomach,
sending her rolling across the floor. Forrest looks over his shoulder
at Riley.

Forrest: Shut up! Watch me kill your girlfriend, Finn. That's an
order.

Forrest turns to Buffy and growls as he goes after her. Close up of
Riley as he looks down at the broken pieces of glass and he struggles
to move his arm against his programming. His fingers slowly lift up
from the armrest and begin to move towards the counter. Riley glances
at the fight and sees Forrest kicking Buffy across the floor again.
Riley manages to work his hand on the counter and wraps his fist
around a jagged shard of glass. Close up of his fist as he holds the
shard tightly. Then his hand strikes upward and we hear the sharp end
sink into flesh.

Cut to the fight. Buffy scissor-kicks herself to her feet and
launches a front kick which Forrest blocks, but hits him with a
following right hook.

Cut to Riley. He has stabbed himself in the chest close to his left
shoulder. Pain etches his face as he's making a short diagonal
incision

Cut to 314. Willow has a stack of tarot cards beside her and takes
the first one on top.

Willow: Spiritus . . . spirit.

She sets the card down on the floor in front of her, then picks up the
next card, handing it to Xander.

Xander: Animus . . . heart.

He sets the card down in front of him. Willow hands the next one to
Giles.

Giles: Sophus . . . mind.

He sets his card down in front of him. Willow picks up a fourth card.

Willow: And Manus

Cut to Buffy. Slow-mo as she's hitting Forrest with a right-left
combination.

Willow: (VO) . . . the hand.

Cut to Riley. Close up on the incision he's made in his chest. He
has dropped the glass shard and is reaching into the wound with his
fingers. He closes his eyes, his face a mask of pain, as he tries to
find his chip.

Cut to Buffy. Forrest is hitting her across the face with a hard
backhand and she falls forward against one of the operating tables.
He grabs her and flips her onto her back on top of the table. He
brings a hammerfist down at her face but Buffy catches his arm and
raises her leg to kick him on the side of his head. This only seems
to piss him off and he yanks her off the table and she hits the floor
hard.

Cut to Riley in serious pain, still reaching in for the chip.

Forrest grabs Buffy off the floor and lifts her high over his head.
She grabs a thick electrical cable hanging across the lab and rips it
in two releasing a burst of sparks.

314. Camera's POV inside the circle is starting to spin faster.

Willow: We enjoin that we may inhabit the vessel. The hand, daughter
of Sineya, first of the Ones.

Riley still hasn't found the chip.

Forrest slams Buffy down on top of another table and she struggles as
he presses a forearm across her throat. The Walsh and Angleman
zombies move in. Walsh grabs one of Buffy's arms and Angleman takes a
hold of her kicking legs.

Riley has finally found the chip and pulls it out of his chest.
Through his pain he looks at the small blood-coated chip, his fingers
also covered in blood.

Buffy is having little success in freeing herself. Overhead, the
exposed cable continues sparking loudly as it dangles from the
ceiling. Forrest is glaring down at her.

Forrest: Is that it? Is that all you got?

Riley: (OS) No!

Forrest looks up and the zombies release Buffy, turning towards Riley.

Riley: She's got me!

Riley rushes forward and rips the tubes out of the zombies' chests
shoving them aside as they fall to the floor now undead dead.

Forrest: Look who's come off the bench.

Forrest lets Buffy go and starts to round the table towards Riley.
Buffy lashes out with a hard kick to his face which sends him
stumbling back against the wall. She hops off the table and hurries
to Riley.

Buffy: I need to get to Adam, like, NOW. Are you able?

Riley just glances down at her.

Riley: Go.

Buffy runs out of the lab where Adam had disappeared and Riley faces
Forrest as the cyber-demonoid straightens and growls at him. Riley
charges him and Forrest grabs him flipping him high over his head.
Luckily, Riley lands --a little unevenly-- on his feet but quickly
turns and grabs Forrest from behind. Forrest immediately slams an
elbow back into his face and turns on him grabbing Riley's arm and
flipping him onto his back. Riley hits the floor hard and tries to
roll back to his feet. Before he can stand, Forrest plants a boot
against his chest and sends him tumbling back.

Cut to the main compound. Colonel McNamara is leading his squad of
commandos into the battlefield. He has his sidearm drawn and fires
several shots at the demon up on the catwalk. It's hit a few times
and the creature tumbles over the railing and falls to the ground
below. The rest of his squad are also firing at targets of their own.
McNamara surveys the rest of the battle.

McNamara: (shouting) Fall back! Fall back!

They start to retreat, laying down covering fire. McNamara points to
The Pit.

McNamara: Watch the flank! Lock down that Pit!

Cut to a black and white image of the raging battle. Adam is in his
control room watching the monitors.

Buffy: Fun, isn't it?

Adam turns around to see Buffy standing in the doorway with her arms
crossed.

Adam: I do appreciate violence.

Buffy: Good.

Buffy charges Adam and leaps into the air to attack him. Adam
intercepts her with a hard punch to her midsection and she goes flying
back, tumbling across the floor. She comes up on her knees, then
shoulder rolls forward, springing to her feet, and hits him with a
hard front kick to the stomach. She follows through with a left hook,
then a right-left combo to his face. She snaps a backhand against his
face, but Adam doesn't appear to be bothered by her attack. However,
he does take the time to block her next punch, grabbing her arm, and
runs her face-first into a control panel. He swings her around and
she hits the floor rolling until she's stopped by the wall.

Adam advances on her, his skewer unsheathing from his left arm. Buffy
is on her feet and side-steps his thrust, grabbing his arm and breaks
the skewer over her knee. She hits him in the face with a right hook
and this makes him stumble a few steps back.

Buffy: (grinning) Broke your arm.

Adam: (unconcerned) Got another.

He looks down at his right arm and a panel on his metal gauntlet
unlocks and slides open. A metal device slides out of the gauntlet,
covering his clawed hand, and from that, a long six-barrel minigun
springs out.

Buffy's eyes widen in shock.

Adam: I've been upgrading.

Buffy starts running across the room and Adam is firing before he even
raises the gun. He swings his long gunarm after her and the rounds
trail closely behind Buffy. She leaps into the air, vaulting over a
control panel, and drops down behind it out of sight. Adam continues
shooting.

314. Camera's POV from inside the circle, spinning faster.

Willow: We implore thee. Admit us. Bring us to the vessel. Take us
. . now!

Overhead shot as Willow, Xander, and Giles are hit by the spell and
throw their heads back, looking up at the ceiling. From this angle,
the camera moves in fast-forward speed, darting across the lab,
through the secret door, and down the corridor into the control room
where it finds Buffy hiding behind the control panel. She arches back
as the power hits her.

Adam lets loose a grenade round and the control panel shatters in a
fiery explosion.

A few seconds later, the smoke begins to clear and Adam is looking at
the shattered remains of the control panel. Nothing moves until--

Buffy stands up from behind the rubble. She is unharmed. Her eyes
flash in a glowing orange color.

Adam: You can't last much longer.

When Buffy speaks her voice is combined with the voices of Willow,
Xander, and Giles, speaking in perfect unison.

Buffy: We can. We are forever.

Adam lowers his gunarm as he gazes at her. Close up of Buffy. We see
her pupils have shrank to tiny pinpoints, her irises orange surrounded
by yellow. Her expression is very calm.

Buffy: (Sumerian) Sha me-en-den. Gesh-toog me-en-den. Zee me-en-den.
Oo-khush-ta me-ool-lee-a ba-ab-tum-mu-de-en.

Adam: Interesting.

Adam raises his gunarm and starts firing. The hundreds of rounds hit
an invisible barrier about a foot in front of Buffy and the air
ripples like raindrops on water.

Buffy: (Sumerian) Im-a-sheng-ab.

For the first time *ever* . . Adam seems worried.

Adam: Very . . interesting.

In 314. A fur-covered demon has reached the barricaded door and is
trying to smash it's way in. Willow, Xander, and Giles, in their
trance, are oblivious to this.

Cut to the secret lab. Riley jumps at Forrest leading with a fist to
his face. He grabs Forrest by the shoulders and slams a knee into his
gut. It doesn't seem as if Forrest felt a thing. He spins Riley
around, jabbing him smartly in the kidney, then tosses him into the
air. Riley flies across the lab in a spinning flip and lands hard on
one of the steel operating tables. He flops down to the floor.

Forrest: What are you making me do this for?

Forrest marches towards him as Riley is trying to rise to his knees.

Forrest: Not that I'm not enjoying myself.

He plants a boot into Riley's chest and kicks him hard. Riley goes
sliding across the floor and bowls over a group of heavy metal
canisters. He lifts his head and sees Forrest coming after him.

Forrest: But Adam's not gonna like it if I--

Riley stands up with one of the canisters in his hands swinging it
across Forrest's face. Forrest actually feels this and Riley slams
the canister into his face again. Then he shoves the tank against
Forrest's chest and we hear the valve opening as Riley drives him back
to the other end of the chamber, until he slams him against one of the
tables. Riley proceeds to smash the canister into Forrest's face a
couple of more times before Forrest wraps his arm around it and throws
Riley to the floor. Riley quickly gets back to his feet and dashes to
the other side of the lab as Forrest raises the tank over his head.
Riley dives on top of one of the metal tables and takes it down on its
side with him, shielding himself.

Forrest looks up and sees several things. The word FLAMMABLE on the
side of the canister, the open valve releasing gas, and the exposed
cable dangling above him. The cable sparks. The canister explodes
blowing Forrest apart in a angry fireball. The blastwave hits Riley's
table and sends him sliding back until he hits the wall. The
explosion dies down as pieces of Forrest continue to fall. Riley
seems shaken but unharmed.

Cut to the control room. Adam is still cutting loose with the minigun
but Buffy is safe behind her mystic barrier. Adam loads another
grenade round and fires. Camera zooms in behind Buffy's shoulder and
the scene goes into slow-mo as she raises an open palm and the
artillery round slows down before reaching her and suddenly scatters
into three white doves. Adam just watches the birds fly away with an
expression as close to amazement as he can get. He aims his gunarm at
Buffy again. Buffy raises her palm again and moves it in a circular
motion. Adam's minigun closes and retracts back into his gauntlet.
Adam is puzzled as he looks down at his empty hand.

Adam approaches Buffy in powerful strides and she calmly walks forward
to meet him. He swings his large arms at her but Buffy weaves and
ducks all his strikes in fluid motions without moving her feet. Then
she catches one of his arms, then the other, crossing them at the
wrists, and holds them with one hand as she jackhammers her other fist
three times into his face. He frees his arms and she deflects his
punch and shoves him back to hit him in the chest with a stepping
sidekick. This sends him back against the control panel behind him
and he falls to his knees. Buffy advances on him and he raises an arm
to ward her off. She grabs his wrist and wraps her other hand around
his throat.

Adam: (surprised) But how can you . . ?

Fade to overhead shot of 314.

Willow/Giles/Xander: You could never hope to grasp the source--

Fade back to Buffy.

Buffy: --of our power.

Buffy picks him up and tosses him into the air. Adam executes a
mid-air flip and bounces off the control panel landing on the floor.
Buffy drags him to his feet and swings him around. She jumps into the
air and unleashes alternating front kicks so fast she succeeds in
hitting him the in chest six times before landing on her feet. Adam
slams up against the wall and Buffy drives her fist into his chest,
plunging it deep into his body. Adam grabs her arm but can't keep her
from shoving it further in. She pulls her arm out holding something
in her hand. Close up shot shows us it's a metallic cylinder
containing a glowing green material. There is a chuck of something
attached to it that might be a part of Adam's spine.

Buffy: (looking at the uranium core) But yours is right here.

Adam's eyes lose focus as he looks at her and he falls to the floor
with a fading groan.

Buffy continues to stare at the power core. Riley rushes into the
room, sees Adam on the floor, and looks at Buffy.

Riley: Buffy.

She doesn't seem to notice he's there. She opens her palm and the
core slowly rises into the air.

Buffy: (speaking Sumerian)

The air around the core starts to shimmer then it seems to crumple in
on itself with the sound of twisting metal. It shrinks and, with a
flash of light, disappears.

Riley slowly approaches her as she just stares at nothing in front of
her. He touches her chin and looks at her orange eyes. She finally
seems to notice him and slumps forward into his arms.

In 314, the others slump as well, they're heads falling forward.
Camera's POV from the center of their circle: its spinning is slowing
down and stops as they tiredly raise their heads.

Willow: Wow. That was--

The barricade on the door gives way and the fur-covered demon rushes
in, ready to pounce on them. They are helpless to defend themselves--

But Spike suddenly grabs the demon from behind, forcing it to its
knees and snaps its neck with a twist. The gang is still recovering
as they see this. Giles is removing his glasses.

Spike: (chuckling) Nasty sort of fellow. Lucky for you blighters I
was here, 'ey?

Giles: Yes. Uh, thank you. Although your heroism is slightly muted
by the fact that you were helping Adam to start a war that would kill
us all.

Spike stops grinning.

Xander: He probably just saved us so we wouldn't stake you right here.

Spike: Well, yeah. (a beat) Did it work?

The others just look at each other then start to get to their feet.
Seeing that none of them are reaching for a stake, Spike starts
grinning again.

Spike: Well, then everything's all right. We all get to be not
staked-through-the-heart. (points at them with bravado) Good work,
team.

The shelf of chemicals is pushed aside as the secret doors are opened
and Buffy steps into the room followed by Riley. Her eyes are back to
normal and she's smiling.

Giles: Buffy!

Willow goes to her and hugs her.

Willow: Wasn't it amazing?

Xander: You were great.

Buffy: *We* were great.

Riley: We still got men out there.

Spike: (still bravado) Well, let's go save `em, by gum!

Giles, Willow, and Xander give him a look. Spike gets a "what?"
expression on his face.

Buffy: You guys get to the exits, get `em open. (to Riley) You,
organize the soldiers and pull `em back. I'll take point.

Buffy heads for the door and everybody falls in behind her.

Willow: Are you up to this?

Buffy: I am.

As if to prove her point, a demon suddenly appears in the doorway.
Buffy doesn't slow down as she punches it in the chest and it goes
flying back.

We are taken to a dark room somewhere in Washington. The only source
of light is illuminating a large conference table where Mr. Ward is
seated with several other men in suits. The camera pans slowly as he
speaks.

Mr. Ward: It was an experiment. The Initiative represented the
government's interest in not only . . controlling the otherworldly
menace but in harnessing its power for our own military purposes. (a
beat) The considered opinion of this counsel is that the experiment
. . has failed.

Dissolve to the Initiative. Slow-motion. The battle is still raging
on but Buffy is out there now. She's fighting a demon beside one of
the parked humvees, slamming a knee into it as another demon leaps off
the vehicle at someone off screen. As the first demon falls a vampire
comes at her and she takes it down with a hard left hook.

Mr. Ward: (VO) Once the prototype took control of the complex, our
soldiers suffered a forty percent casualty rate.

Cut to Buffy leaping into the air hitting two demons in the face with
alternating kicks. The scene dissolves to superimpose another scene
at the same time. Riley runs up behind a vampire and hits it with a
backhand fist. Close up of Graham as he sees him taking the vamp
down. Riley signals to him. Graham shouts to the soldiers around him
and they hurry to follow Riley. Buffy punches another demon across
the face and runs off screen to continue fighting.

Mr. Ward: (VO) And it seems that it was only through the actions of a
deserter and a group of civilian insurrectionists that . . our losses
were not total.

Both scenes dissolve and we see Xander in the elevator shaft helping
Willow down to the top of the elevator. The commandos start entering
the shaft as well and begin climbing the rappel lines.

Mr. Ward: (VO) I trust the irony of that is not lost on any of us?

Dissolve to McNamara running into the command center, weapon ready.
He finds the room empty and hurries to one of the control panels.

Mr. Ward: (VO) Maggie Walsh's vision was brilliant but . . ultimately,
insupportable.

A fur-covered demon runs into the room behind him and he turns firing
several shots at it. The demon charges him and McNamara screams as it
leaps on him.

Mr. Ward: (VO) The demons cannot be harnessed. Cannot be controlled.

Dissolve to the main compound. The battle is over. Dead humans and
demons litter the battlefield. There are still a few demons and
vampires alive, feeding on the dead.

We return to Washington.

Mr. Ward: It is therefore our recommendation that this project be
terminated and all records concerning it expunged. Our soldiers'll be
debriefed. Standard confidentiality clause. We will monitor the
civilians. And the usual measures prepared should they try to go
public. (ponders) I don't think they will.

Cut to a black and white monitor showing the aftermath of the battle.
Camera pans around to show the carnage. Dead commandos and demons
alike. Several demons feeding on dead humans.

Mr. Ward: (VO) The Initiative itself will be filled in with concrete.
Burn it down, gentlemen. (pause) Burn it down . . . and salt the
earth.

The camera stops on a dead demon and the picture on the monitor
becomes snow and static hisses.

Unnamed Characters: