The Master barely controls himself, his hands clenching. His voice still calm.

Darla reacts: apparently this is some big guns.

EXT. - STREET - NIGHT

ANGLE: THREE YOUNG THUGS

Three BAD-ASS GANG-TYPES hang out on a deserted corner. You wouldn't want to meet any of them on a dark street -- or a sunny one. They see something o.s.

THREE OTHERS - STRIDING DOWN THE STREET TOWARDS THEM

THE THREE YOUNG THUGS

Straighten up, ready for trouble.

THE THREE OTHERS

Never slowing, break into enough light to see their faces. They're vampires (dressed alike in a kind of medieval uniform) -- the gang-types are bad-asses, these guys are stone killers and did I mention, they're vampires.

THE THREE YOUNG THUGS

Hold their ground for about two seconds, then break and run, getting the hell off the street.

THE THREE VAMPIRE WARRIORS

Stride past, heading down the street. They own the street.

INT. BRONZE - NIGHT

We HEAR a GIRL SCREAM! We hear someone say:

We SEE a bunch of kids near the bar trying to STOMP on something on the floor. WE PAN to a banner: FUMIGATION PARTY - FIND A COCKROACH, GET A FREE DRINK. We PAN back as the kids approach the bar -- one of them drops a dead bug on it and smiles at the bartender as we MOVE TO:

BUFFY AND WILLOW

Sitting on the couches nearby. Buffy stirs her drink idly, lost in thought.

And Willow gazes off at

THE DANCE FLOOR - WHERE XANDER

is working out, dancing next to a RATHER PRETTY GIRL. Xander smiles at the girl. She nods (rather than smiles) back. He dances closer to her, shows her his best moves, then sees THE RATHER LARGE GUY who is, in fact, dancing with the girl.

Without skipping a beat, he dances out of their lives and off the floor nearly colliding with:

Xander smiles, moves off.

ANGLE - BUFFY AND WILLOW

Xander moves up.

She STOMPS on something OUT OF FRAME. Xander looks from Willow to Buffy who's lost in thought.

Buffy gets up.

She goes. Willow holds her shoe (sole down so we don't see the cockroach) up in front of Xander.

ANGLE - NEAR THE EXIT

As Buffy heads out, we TILT UP to the Balcony. He's hidden at first, but he steps through some FOLKS to watch Buffy leave. It's ANGEL.

ANGLE - BUFFY AT THE DOOR

Almost as if she can sense him, she turns, looks up.

HER POV - THE BALCONY

No Angel. Just party animals. Buffy exits.

EXT. CITY STREETS - NIGHT

Buffy walks alone. It's creepy. A dim SOUND BEHIND HER alerts her senses. She slows, looks back.

HER POV - EMPTY STREET

Buffy walks on. Again she hears a SOUND. She walks some more, stops, doesn't turn around.

SOMETHING DROPS INTO FRAME behind her. She turns. It's BAD-ASS VAMP NUMBER ONE (of the Three.)

Buffy whips a stake out of her jacket. Moves in on the vampire. Raises it high to strike. Her wrist is grabbed from behind by ANOTHER HAND. A POWERFUL HAND. The OTHER TWO VAMPS are behind her.

The one with his hand on her wrist twists it painfully until she drops the stake.

She suddenly kicks one of them between the legs.

She elbows another as the BIGGEST AND MEANEST one slams her in the back -- she stumbles into the first two who grab her, hold her fast.

The meanest vamp turns, sees Angel -- who smashes him in the face.

This distracts the other two -- Buffy wrenches her arms free, grabs them by the hair and smashes their heads together.

Angel and the mean vamp trade kicks and punches. Angel's fast and deadly. He ducks a punch and blocks a kick by catching the meanest vamp's boot and hurling him back into

A WROUGHT IRON FENCE

Meanwhile, Buffy hits vamp 2, elbows vamp 3. Vamp 2 sweep-kicks her off her feet. She goes down.

Angel closes in on the meanest vamp -- but vamp 3 hits him from behind. He turns to battle vamp 3.

Buffy, on her back, kicks vamp 2, leaps to her feet, sees the meanest vamp RIP A POINTED IRON spike right off the wrought iron fence and come at Angel from behind.

Angel spins, sees the spike, jumps back -- not quite fast enough -- he's slashed in his ribs.

Buffy bolts to them as the mean vamp slashes again -- and gets Buffy's foot in his face, knocking him down.

They do, rounding a corner as the vamps struggle to their feet and give chase.

EXT. RESIDENTIAL STREETS - NIGHT

Buffy and Angel run down the street. He's holding his wounded side.

EXT. BUFFY'S HOUSE - NIGHT

Buffy and Angel run to the front door. The vamps are very close. Buffy opens the door, herds Angel inside.

She is shutting the door as the meanest vampire leaps onto the porch, grabbing for her. She slams the door on his hand -- it withdraws -- and she shuts it. Looks out the window, worried.

She looks out and sees:

ANGLE: ON THE PORCH

The Vamps back into the darkness, but they don't leave.

Buffy turns from the window to Angel, concerned about his wound.

She exits into:

INT. KITCHEN - CONTINUOUS

She gets the first aid kit. Angel follows her in, slipping out of his shirt. She takes a moment to register the fact of Angel naked from the waist up.

He has a WINGED LION tattoo behind his left shoulder. She moves to him, bandages him under:

She finishes the bandage, straightens up, quite close to him.

They hear the SOUND of the front door opening.

INT. BUFFY'S LIVING ROOM - NIGHT

Buffy bolts to the front door as JOYCE unlocks it, enters. Buffy scans the darkness for vampires, pulls her mom in.

Buffy follows Joyce's gaze to Angel (shirt and jacket on) who has entered from the kitchen.

Angel hesitates, Buffy dives right in:

She heads upstairs. Off Buffy's innocent expression.

INT. BUFFY'S HOUSE - FRONT DOOR - NIGHT

Moments later. Buffy holds the door open, talks (a little loudly) to NO ONE on the doorstep.

She shuts the door. Angel is inside, behind Buffy. She motions him to follow her upstairs. Up they go.

Buffy and Angel slip in, she checks the hall, shuts the door. They speak quietly.

He smiles, moves to the window, dutifully turns his back. She changes into her night wear under:

She stops, turns. She's dressed in a t-shirt and p.j. pants.

Beat.

She hands him a pillow, gets into bed. He takes off his jacket, lies down by the bed.

They lie there in the moonlight for a beat.

She smiles: good. Off the two of them.

EXT. SUNNYDALE HIGH - DAY - ESTABLISHING

INT. LIBRARY - DAY

Giles (text in hand) paces, concerned as Willow, Buffy and Xander (who can not believe what he's just heard) talk.

Giles shows her ENGRAVING in text: three WARRIOR VAMPS.

INT. MASTER'S LAIR

The Three kneel before the Master. Darla and Collin watch as the Meanest Vamp offers the Master a long and sharp impaling spear. The Meanest Vamp looks up, the other two keep their faces down (and thus out of prosthetics.)

The Master puts aside the spear, moves to Collin.

The Mean Vamp can't help but look up for a moment, bright hope suddenly alive in his eyes.

The Master moves off with Collin.

ANGLE: DARLA

SHOVES the spear through the mean vamp from behind. Glee in her eyes.

EXT. SUNNYDALE HIGH - DAY - ESTABLISHING

INT. HALL OUTSIDE LIBRARY - DAY

Sign on library doors: CLOSED FOR FILING - PLEASE COME BACK TOMORROW. In one of the little porthole windows, we see Giles' face just before he lowers a cover blotting out both windows.

Giles locks the doors. He is in his shirtsleeves (rolled up), no jacket or tie.

Giles moves to Buffy (who wears a sweatshirt and tight dark pants.) She is pouring over a large chest o' weapons (nunchuks, swords, bow and arrows, etc.) She pulls out a deadly looking metal crossbow and several STEEL-TIPPED ARROWS.

He tosses her a big jousting pole.

And Giles leaps into a pretty impressive jousting position. Buffy twirls her pole a couple of times then engages Giles.

They block and parry several times and then she wipes the floor with him, hitting him high, low and in the middle a bunch of times and knocking him flat on his ass. GILES - on the floor, breathing hard; takes off head gear.

EXT. BUFFY'S HOUSE - NIGHT - ESTABLISHING

INT. BUFFY'S DINING ROOM - NIGHT

Buffy and Joyce eat dinner (grilled chicken breast, veggies, bread).

Joyce turns to look. Buffy empties most of her chicken, etc. into a large plastic baggie in her lap. Joyce turns back.

Buffy gets up, serves herself some more.

INT. BUFFY'S BEDROOM - NIGHT

Buffy slips in, closes the door behind her. Steps into the room, looking for:

He appears out of the dark, startling her.

She marches to the bookcase, holds up a diary that was lying open.

Angel smiles.

She nods, absorbing this.

He hesitates. They look in each other's eyes.

He reaches for her, she moves to him. He takes her in his arms and they kiss, tender, tentative. Then it grows more passionate. And then he's suddenly and a little violently trying to pull himself free.

Angel moves back and we see that he is a VAMPIRE. It's sudden, shocking and Buffy lets out a mortal SCREAM. Angel dives out the window.

EXT. BUFFY'S HOUSE - NIGHT

Angel rolls off roof, hits the ground, and runs away.

INT. BUFFY'S ROOM - CONTINUOUS

Joyce comes running into the room.

Off Buffy,

She sits on one of the benches in front of school. Xander sits next to her.

Buffy looks at him -- he's making sense.

Buffy looks to Giles.

None of them notice Cordelia approaching in b.g.

Buffy's expression tells us she just might be. Xander loses his cool.

Cordelia is standing right next to him. Her eyes go wide and she gasps. They look up, realize she's staring right at him.

They follow her gaze past Xander to ANOTHER GIRL in the exact same outfit as Cordelia. Cordelia fingers her own dress.

Cordelia marches to the girl, grabs at the back of her dress, trying to read the label.

The girl backs away from Cordelia and they disappear into the morning throng as:

ANGLE - Buffy, Willow, Xander and Giles.

A BELL rings.

They move off.

INT. SCHOOL HALL - DAY

The last of several KIDS enter rooms and the hall is quiet. Except . . . for Xander at a drinking fountain. Drinking up a storm. A nearby CLASS DOOR opens, Willow exits.

He exits into class. She stands alone a moment.

EXT. APT. BUILDING - DAY - ESTABLISHING - (STOCK?)

INT. BASEMENT APARTMENT - DAY

Simple but coolly furnished, almost no natural light. A couple of very high windows with shades that open onto the SIDEWALK outside. The front door is unlocked and Angel enters. It's dark in here but he instantly senses someone.

Darla (who is never in vampire make-up unless indicated) emerges out of the shadows.

She moves around the apartment.

She grabs a pull-string on a shade, snaps it open. A BEAM of SUNLIGHT hits Angel who shouts in pain and jumps back.

She moves to him, close.

She heads for the door.

She goes. Hold Angel.

INT. LIBRARY - DAY

Xander, Willow and Buffy sit at the table.

Xander jumps about a foot out of his chair as Giles suddenly appears out of the stacks.

Giles holds some aged DIARIES.

Xander snorts. Willow looks at him.

Off Buffy.

INT. MASTER'S LAIR

Darla is before the Master, importuning.

Master smiles, he likes the plan. Turns to Collin:

INT. LIBRARY - NIGHT

Buffy and Willow are studying. Or rather Willow is studying and Buffy is thinking about Angel.

ANGLE - ONE OF THE DOORS IN BACK

It leads to more books. Darla appears, unnoticed, cracks the door to listen.

Beat.

Willow mimes "staking" someone and makes a stabbing noise.

ANGLE - DOOR IN BACK - Darla quietly removes a couple of books and leaves as:

INT. BUFFY'S KITCHEN - NIGHT

Joyce works at the table, pouring over paperwork. Hears a NOISE, looks up. Nothing.

No answer. Joyce starts working again and there is another NOISE -- outside, perhaps. Joyce stand, a little spooked. She goes to the back door, peers out the window. Nothing.

CLOSE ON: JOYCE

She turns, brow furrowed. Looks toward the hall. As she moves away from the window we see Darla is right outside the window behind her in full grinning vampire mode. A moment more and Darla moves silently and quickly from the window.

INT. DINING ROOM/FOYER - CONTINUOUS

Joyce enters, still looking around tentatively. The doorbell RINGS and Joyce jumps, startled.

Joyce goes to the door, looks through peephole, opens it. Darla, looking friendly and innocent (and unvamped), school books in hand, is on the front porch.

Her phrasing sounds a little odd, but not a big deal to Joyce.

Darla follows her:

INT. BUFFY'S KITCHEN - NIGHT

Joyce rummages in cupboards, the fridge.

ANGLE - SHOOTING OVER JOYCE TO DARLA

We see that Darla is now a vampire!

EXT. BUFFY'S HOUSE - NIGHT

Angel walks up, moves to the front door, reaches for doorbell, thinks better of it, moves away.

That's when he hears the big SCREAM coming from the back of the house. He bolts to the back.

INT. BUFFY'S KITCHEN - NIGHT

Angel bursts in. Darla has her teeth in Joyce's neck. Joyce is weak and out of it, not cognizant of much.

Darla leans her head back, laughs, holding Joyce around the waist like a limp doll.

Angel hesitates, starting to breathe a little harder.

Angel, breathing harder still, shakes his head "no".

She heaves Joyce into Angel's arms. Angel MORPHS into a vampire.

She fades back, leaving the two of them together. Angel doesn't even see her go, he is staring at the pinpricks of blood on Joyce's neck.

Darla slips out the door.

Angel shuts his eyes, trying to control himself. Opens them. Moves his head down toward Joyce's neck --

Buffy appears from the hall entry.

She freezes, seeing Angel in vamp mode poised over her unconscious mother. Her eyes dart to the small but distinctive wound in her mother's neck, then to Angel's terrifying face. Off Buffy:

He looks at her a beat -- then moves off into the night. Buffy watches for a second from the broken window, turns and runs:

INT. BUFFY'S HOUSE - KITCHEN - NIGHT

Buffy races to her mother on the kitchen floor.

Joyce groans, she's alive. Buffy grabs the phone, punches in 911.

The back door opens and Willow and Xander enter.

EXT. HOSPITAL - NIGHT - ESTABLISHING (STOCK?)

INT. HOSPITAL - HALL - NIGHT

Giles moves down the hall fast, wheels into:

INT. HOSPITAL - JOYCE'S ROOM - NIGHT

Joyce is in bed, resting, a small bandage on her neck. Buffy is next to her. Willow and Xander stand nearby.

Buffy turns, glares at Giles, Willow and Xander.

Buffy gives Joyce a kiss on the cheek. Turns to go.

INT. HOSPITAL - HALL OUTSIDE JOYCE'S ROOM - NIGHT

Buffy, Giles, Willow and Xander exit into hall.

Buffy takes a moment to control her feelings.

A beat. No one's going to argue with this.

INT. LIBRARY - NIGHT

ANGLE: THE CROSSBOW

Buffy pulls the crossbow and several steel arrows out of Giles' weapons chest. Feels the point of an arrow -- sharp. Locks an arrow onto crossbow -- KA-CHING -- it's a killing tool.

INT. ANGEL'S APT. - CONTINUOUS

Darla is working Angel, circling him as he sits brooding in a chair.

She says kiss close enough to be kissing him herself. They lock eyes.

INT. LIBRARY - CONTINUOUS

Buffy comes out of the office loaded for bear, crossbow in hand and four shafts stuck in her belt.

She looks around for something to test it on. She stands near the check-out desk, sights on the back wall. Next to one of the doors in back is a poster of a senior boy (an anti smoking ad or some such.)

Buffy aims, pulls the trigger -- VOOM! the arrow flies -- and hits him in the heart with deadly force. Buffy, satisfied, slings the crossbow over her shoulder and heads out.

INT. ANGEL'S APT. - CONTINUOUS

Darla is still at him, and it seems to be working.

He rises and SLAMS her against the wall, holding her wrists. An animal behind his eyes.

INT. HOSPITAL - HALL - NIGHT

A NURSE moves past. Giles leans against the wall, thinking. Xander stands next to him in a bit of a daze, staring at Giles' coat for a long moment.

Willow emerges from Joyce's room.

Giles disappears into Joyce's room.

EXT. RAILROAD TRACKS - NIGHT

Buffy hunts. She rounds a corner, sees someone moving along the street, keeping to the shadows. She follows.

EXT. BRONZE - NIGHT

Deserted. Big sign next to the door -- CLOSED FOR FUMIGATION, OPENING BASH THIS SATURDAY! Buffy moves past, crossbow held down and somewhat out of sight in her hand.

She HEARS the sound of GLASS BREAKING above her. Looks up. Then moves along the side of the Bronze until she comes to a metal ladder attached to the sheet metal wall. She starts up the ladder.

INT. JOYCE'S ROOM - NIGHT

Giles is next to Joyce who is still a little groggy.

And he's out of the room.

INT. HOSPITAL - NIGHT

Giles moves out of Joyce's room, fast, to Willow and Xander.

INT. BRONZE - NIGHT

It's empty. CAMERA DRIFTS UP to the balcony. Buffy lets herself in through the broken window.

She prowls the balcony, crossbow in hand. Doesn't find him.

She heads downstairs.

WIDER ANGLE - from the stage side -- Buffy is small in frame as she creeps downstairs, crossbow ready. Something LARGE enters frame in f.g.

ANGEL - watches her move away from him, towards the bar.

BUFFY - sensing him, spins around, aiming towards the stage.

He's not there.

She continues her prowl. Moves toward the bar. Hears the floor boards squeak from the direction of the dance floor. She aims the crossbow into the darkness, looking for him.

She aims the bow this way and that, trying to find him.

She zeros in on the right side of the stage. But suddenly his voice comes from the left.

She quickly shifts her weapon to the left. Angel steps out of the darkness on her right -- and much closer than she (or we) was expecting. We see he is now a VAMPIRE.

He charges her. EXTREMELY FAST. It takes her a second to adjust, but she does, bringing the crossbow up, sighting and FIRING! Angel hits the pool table and vaults straight up to the balcony as --

The arrow shoots across the club, missing him. We HEAR it THWANG into a far wall.

Buffy loads another arrow, creeps around the pool table, aiming up into the dark hole. She sights one side of the hole, then another -- then he drops down behind her from the stairs.

She spins. Too late. He knocks the bow out of her arms. She punches. He blocks. He punches, she gets hit. She lands a kick and punches him in the ribs where he was wounded. He HOWLS in pain and rage, leaps for her. Just misses as she:

Ducks and dives to the ground, scrambling for the crossbow, gets her hands on it.

He's coming at her from behind. She spins, aims the crossbow. He stops. She's got a good, clean shot. Off the two of them,

Buffy tightens her finger on the trigger even more, then swings the crossbow wide and fires. An arrow sinks into the wall behind (and wide of) Angel.

She gets to her feet. They're both angry, breathing hard.

He starts closing in on her. She backs up ever so slightly.

Buffy considers this, then, never taking her eyes off him, sets the crossbow down.

He looks at her. Then he just shakes his head.

Angel almost smiles. Then:

Darla (in vamp make-up) appears from the back stage door. Strolls towards them, her hands girlishly clasped behind her back.

EXT. RAILROAD TRACKS - NIGHT

Xander, Willow and Giles cross the railroad tracks near the Bronze.

INT. BRONZE - NIGHT

Darla, hands still behind her back, strolling towards them.

Buffy looks down at THE CROSSBOW on the floor. Edges towards it.

Darla bares her fangs in a smile.

Buffy gets her foot on the crossbow.

Buffy looks over at Angel. He loves her?

Buffy stomps on the crossbow, sends it flying up into her hands.

And Darla unclasps her hands, revealing the two Smith and Wesson .357 revolvers she's been holding behind her back.

Darla casually fires!

Buffy DIVES under the pool table. Angel (Buffy's arrow still in hand) takes a bullet and slams into the wall and slides to the floor.

Darla fires at the pool table. The bullet takes out a chunk of it just above Buffy's head.

EXT. STREET BY BRONZE - NIGHT

Willow, Xander and Giles have just stopped in their tracks.

They HEAR two GUNSHOTS.

They take off.

INT. BRONZE - NIGHT

Buffy hides behind the pool table. Angel, wounded, lies on the floor fifteen feet away. Darla closes in, guns in hand.

She fires! Buffy pops up and gets off a crossbow shot of her own.

The arrow THWUMPS into Darla's solar plexus. She regards it a moment, looks up, smiling.

She pulls the arrow out and drops it on the floor.

ANGLE - THE WINDOW UPSTAIRS - Giles, Willow, Xander crawl in. Peer down at the carnage below. Darla is pulling the arrow out, guns in hand.

ANGLE: Buffy holds the crossbow, sees she is out of arrows.

ANGLE - GILES, WILLOW AND XANDER

XANDER Fast.

Darla turns, fires in their direction. They duck.

BUFFY - rises and PULLS the pool table, yanking Darla off her feet. Darla lands on her back as Buffy PUSHES the table with all her might -- the table flies back toward the stage. Buffy turns and runs to the counter --

ANGLE: DARLA

on her back on the table, firing continuously as it skids back --

ANGLE: BUFFY

The glass case shattering from the gunfire as Buffy flies over and behind it.

Giles spies a LIGHT MIXING BOARD near him. Giles scrambles to the light board, starts pounding and punching buttons like crazy. Spotlights go on, off and then a STROBE.

ANGEL - wounded, gets to his knees, tries to stand.

Darla looks around her, momentarily thrown, then advances again on Buffy, her movements oddly jerky in the strobe's constant flash.

Darla fires -- advancing on Buffy who crouches behind the bar.

Grinning, Darla fires again -- in the strobe light we see Angel, steel-tipped arrow in hand, rise behind her. Angel plunges the arrow into Darla's back.

ANGLE: THE LIGHT MIXING BOARD

Giles bangs on the console. The strobe stops. All that's left in the room is moonlight and silence.

Darla staggers, drops the guns. She turns to see:

Grabs onto him for a moment, then begins to slip. Hold the two of them until Darla falls, turns to dust. Angel looks down at the remains of his old lover, saying nothing.

ANGLE: BUFFY

Rises from behind the counter, looking at Angel. There is a long moment between them, then Angel steps back into total darkness. And is gone.

INT. MASTER'S LAIR

We see an old collection box being SMASHED. It is the Master, wielding the killing spear in a fury. He sweeps it around, knocking over a big candelabra (the candles all lit unless it's a production problem in which case they're not). Finally, with a roar, he sinks the spear into the earth -- then almost hangs on it, exhausted with grief.

The boy approaches him, as calm as the Master is emotional.

He reaches up, gently takes the Master's hand.

The Master smiles, comforted.

EXT. BUFFY'S HOUSE - DAY - ESTABLISHING

EXT. BUFFY'S HOUSE - BACKYARD - DAY

Buffy dishes up a plate of healthy vegetables (including broccoli and beets) and carries it to Joyce (who looks fully recovered) at the table.

Buffy looks at her mom who puts her hand on Buffy's.

Joyce smiles, they hug.

INT. BRONZE - NIGHT

It's crowded again, music and people milling about.

ANGLE - NEAR FRONT DOOR

Buffy (wearing cross), Xander and Willow enter.

Buffy is looking around -- for someone in particular, as Willow notices.

Buffy and Xander turn, with very different expressions. Buffy heads for Angel. Xander sits with Willow, deliberately turning his back.

ANGLE - ANGEL AND BUFFY

Beat.

But neither one goes.

Still neither leaves. Then he shakes his head like he's going to go but instead he bends to kiss her. And her arms go around his neck. And oh do they kiss.

ANGLE - XANDER AND WILLOW

ANGLE - BUFFY AND ANGEL

Finally they break. She looks up at him, the cross he gave her glinting at her throat.

She turns and walks away. He watches her go, pain playing on his features.

PAN DOWN TO HIS CHEST

Where we now see the smoking IMPRINT OF THE CROSS she was wearing -- burned into his chest. He takes a deep breath and goes.