Cut to a NEW Sunnydale high school! Xander pulls up (in what looks like a chrysler?) and Buffy and Dawn both get out. Xander pulls away as Buffy gives Dawn the usual "if anything looks odd" speech. "Stay away from hyena people, or atheletes, and if you see any invisible people..." The new principal interrupts them, commenting that it must be tough to "let them go." Robin Wood is nice, happy, smiling, and has mistaken Buffy for Dawn's Mom! Buffy corrects him, but then thinks she has "mom hair." The principal welcomes them, then departs. Then Dawn goes on her way, with a few last second cautions from Buffy, who is clearly uneasy about Dawn attending school there.

Buffy roams the halls of the new school, looking around, everything is quiet with kids in classes. She is startled when a basketball goes slamming into a locker, then bounces out of view. Going to investigate, she sees a teen boy walking away with the basketball, and she follows. Turning the corner, she find's he's dissapeared! She walks by a door to the basement, though.

In class, Dawn is introduced to her first teacher, who wants to do the "everyone introduce yourself" thing.

Buffy strolls into a bathroom, looking in a mirror, commenting "it's not mom hair..." as she glances down and finds a wooden... thing with a feather and... oh, it's a talisman, trust me. Just as she picks it up, a person appears in the mirror "you can't protect her, you couldn't protect me!" the person says. It's obviously a zombie, with rotting skin and such. Buffy spins around to see, but the zombie woman is gone! then from behind her, another zombie, this time a man, dives forward, shouting (now are you ready for this?) "GET OUT GET OUT GET OUT!!!" Buffy backs away, but when she looks up the zombie man is gone. She's alone.

Commercial Break: Isn't it about time you bought a Sony? Well? ISN'T IT? I don't care WHAT, just BUY A SONY, OK! Geeze...

"I love to dance, I love music, I'm very into Britney Spears' early work, before she sold out, so I like her finger painting and macaroni art..." Dawn stands by her desk, introducing herself to the class. "DAWN!" Buffy bursts in, right in the middle of her introduction, warning her sister that it's "not safe." Dawn stands silent, humiliated, while Buffy then badly attempts to backpeddal and repair the damage, claiming that Dawn is in trouble of... smoking. Buffy excuses herself as Dawn remarks "I also have a sister..."

In a coffee bar, Halley and Anya sit at a table, listening to a guitar duo singing "happy, shiney crap." Anya comments that they'll last 6 weeks before the femail of the duo is wanting vengence. "Ooo, better run for cover" Halley says sarcastically. Anya questions what she means, and Halley lays it out: The order are saying that Anya is going soft. Anya USED to be "The single most hard-core vengence demon ever," but then she lost her powers, fell for Xander, and even though it's over, she just doesn't have it anymore. "The woman downtown who wished her husband was a frog? You made him FRENCH!" Halley says that something is up. D'hoffryn and the "old ones" are sensing something big is coming, and it's a bad time to be a good demon. Anya gets defensive "what is this, an intervention? Shouldn't all my demon friends be here?" "Sweety, they are..." says Halley as she sips her coffee...

At a part of the school that is still under construction outside, Buffy walks up to Xander, who asks if everything is fine, if school is stil in session. "Sure, if you're a zombie ghost-thing" Buffy quips. Walking with Buffy, Xander questions if it's Zombies or ghosts, but Buffy doesn't know, just remarking that aside from destroying Dawn's social life, they talked about protecting people, and wanted her to leave. Buffy thinks it's not a co-incidence.

"Can I borrow a pencil?" asks a boy next to Dawn. Dawn opens up a geeky pencil bag and hands him one. "Thanks alot" he says, but now he's rotted, zombie like. He stabs at Dawn in the face. She screams, falling to the floor, covering her eye. The class jolts, and the teacher rushes forward, but Dawn checks herself and she's ok. She apologizes, saying it was a Bee, which she's alergic to, and asks to be excused to go to the washroom. "Guess it runs in the family" a boy remarks.

In the bathroom, Dawn sits in a stall quietly, collecting herslef, but then she hears sobbing. She tries to follow the sound.

Buffy walks briskly down a hall and bumps into principal wood, who wonders what she's still doing there. They begin to talk...

Dawn investigates the bathroom stalls, and finds a girl,huddled up on the toilet, crying. The girl says that someones in there with them. Dawn says it's only her, but the girl shakes her head "no, it's not."

Principal Wood admits to knowing about Buffy, a little more than he should. Buffy finds that "interesting."

Dawn is kind, introducing herself and offering to get the girl out of there. "Kit" the girl answers as she rises up slowly. Dawn asks if she saw something creepy. "you wouldn't believe me" says Kit, but Dawn says she wouldn't be too sure... They both look up in the mirror and are suddenly surrounded by three zombie-ghosts! Then the lights flicker and explode above them! Screaming, Dawn grabs Kit's hand and they start to run out, but zombie hands burst up from the floor, impeding their way. Suddenly the floor gives way, and both girls fall through a large hole.

Commercial Break: Windex makes it SHINE!

A shocked look is on Willow's face as she pants, trying to catch her breath. Giles holds her in his arms, telling her to relax. They're both outside of an English estate, on the front lawn. As she catches her breath, Giles asks her what she remembers. Willow says they were talking and then... suddenly she jerks her hands up from the ground, as if scared. "I felt the Earth... it's all connected." She says she saw the Earth and it's teeth. "The Hellmouth..." Giles remarks. "It's gonna open... it's gonna swollow us all..." the Wiccan says.

Kit helps Dawn come to. They are now in the basement, with no chance of reaching the hole above. They go off in search of a staircase.

Seems as if Principal Wood has been going through Buffy's old school file... a very thick school file. Buffy says there were "factors."

As they walk, Dawn asks Kit if the zombies said anything to her. They told kit that they died here, and that she would die here... everyone dies here. Just then, Dawn and Kit stumble upon a boy, the teen who Buffy saw earlier with the Basketball. He came down to the basement for a smoke, and he ran into who he thought was the janitor, but it turned out to be another zombie-ghost! They ask where he came down stairs, but the teen admits that he has no clue, that he "ran like a girl." Just then, the three teens are confronted by three zombie ghosts, an older man, a Teen boy, and a teen girl. All three have rotting skin and comment that they all tried to run, but couldn't. As they advance, Dawn says "oh! I've got a present!" as she reaches in her back pocket. Kit asks what it is, and sees Dawn pull out a cell phone "it's a weapon..."

Still with the principal, Buffy starts to try to convince him that Dawn is actually much worse than her record was, and that maybe she should be suspended, which the principal smiles at. Then Buffy's cell phone rings (the principal comments they don't allow cell phones in school because they're loud). Buffy gets the description from Dawn, but plays it off as a "Dog walker" phoning her. The principal hears the word "dead" and gets concerned. Buffy has to get going soon.

"And Buffy? isn't this reception amazing? i'm in the fricking BASEMENT!" Dawn remarks, as she nods understanding and turns off her phone.

Buffy excuses herself, with Principal Wood wishing her luck with her "Dog Tragedy."

Dawn, Kit, and the boy teen wait patiently for Buffy to arrive. Dawn asks where the zombies went, looking around and seeing nothing. Then one grabs her from behind...

Buffy walks into the washroom and jumps into the hole, landing in the basement. She looks around the maze of dark corridors and starts to call for Dawn. She calls her on the cell phone, but one of the zombies answers, saying she's too late. The older zombie then appears in front of her. Buffy then confronts the zombie ghost, asking what it wants "Fear? Revenge? Tasty Brains?" The younger zombie teen walks in behind the first, then the girl teen zombie, claiming that Buffy was too busy with her dead boyfriend while she was being ripped apart by a werewolf. All three start to blame her, but she interrupts, saying she doesn't care how they died, only that she wants to know where her sister is. They say "This place is ours now, it was built on our graves. All we want is for you to leave, so we can rest again." Buffy notices they are trying to interpose themselves between Buffy and a door. After two brief struggles, Buffy finally gets to the door and wrenches it open to run smack dab into... SPIKE!

His hair is a riot of curls, and he hasn't bleached it in weeks. He looks at Buffy, his face grim. There are shadows under his eyes and he looks as though he's ten minutes past the end of a crying jag. Buffy stares at him, her mouth open, shock plain on her face. For a moment she stares, unable to speak, unable to believe he's really in front of her.

"Spike?" she says, very tentative, not quite a whisper, and when he hears his name, his face softens. It's almost as though he wasn't sure she was real. "Are you real?" she says, and seems a little afraid of the answer.

He laughs at that, a wild, mad laugh that goes on too long. But he shakes off the madness, looks at her, makes some inner decision. "Buffy," he says softly, and reaches out, touches the side of her face. She watches his hand, and maybe it's wishful thinking, but she seems to lean into his touch just a fraction.

"Duck," he says in the same soft tone of voice.

"What?" She's confused. "Duck? There's a duck?" A steel pipe comes down on the back of her neck; the zombie janitor has blindsided her. She falls.

Spike steps back. We see that his shirt is open, and there are healing cuts all over his torso. "No visitors today," he says. "Terribly busy." He steps back into the room.

The janitor zombie whacks at her with the pipe again. "Told you he'd get out," Zombie #2 says.

Buffy fights off the janitor and backs into the room with Spike. She closes and bolts the door. "They'll probably show up in a sec."

From behind her, Spike says, "Nobody comes here." He's standing in the shadows, and he can't look at her. "It's just the three of us," he says. She doesn't catch the number; she's too worried about Dawn.

"Spike," she says, all business now, "Have you seen Dawn? She came down here with some kids..."

But he doesn't let her finish. "Don't you think I'm TRYING?" he says, almost shouting. He's distraught now, and I don't think he's really talking to Buffy, here. He backs up, toward the wall. "I'm not fast," he says, "I'm not a quick study."

Buffy stares at him. Something is drastically wrong, here...

Spike looks at her, lost, frightened, ashamed. "I dropped my board in the water," he says, his voice breaking, "and the chalk all ran." He looks down, unable to meet her eyes. "I should have been caned."

Buffy is very concerned now. This is wrong on SO many levels...

Spike laughs, short and bitter. "Shoulda seen =that= coming," he says. The laugh has a tinge of hysteria in it.

Buffy starts toward him, slowly, carefully, and he pulls his shirt tight around him and moves away, back against the wall, toward the dark corner. She follows him, taking care not to frighten him, and slowly reaches out to move the shirt. He turns his head, but lets her.

She sees the welter of long, healing slashes over his heart, and it frightens her. "What did you do?" she asks.

He still won't look at her. His voice is very low and full of shame. "I tried to... I... tried to cut it out."

She stares at him for a moment, appalled and more worried now than she was before. Perhaps she' about to say something, but her cell phone rings. She steps away from him to answer it, buit turns when she hears Spike slump to the floor, his hand to his head, muttering.

She asks where Dawn is, and they try to figure out what the zombie things are. They disappear too quickly to be zombies, and they're too solid for ghosts...

"Not ghosts," Spike says. She turns to him.

"You know what they are?"

He gives a slight nod. "Manifest spirits," he says, stumbling a little over the words at first. "Controlled by a talisman. Raised to seek vengeance. A four year old could figure it." He's a little defensive, as though he wants to prove he's not as slow as he said he was.

Buffy tells Dawn to hang tight, that she can hurt the creatures and to find a weapon. She hangs up when Spike stands. "Spike, you gonna help me out?" she says, as though she expects him to say yes.

"This is my home," he says, his voice much stronger; almost like the old Spike. "I belong here. I've always been here." He steps back, tries for the old, confident slouch against the wall, but he can't pull it off. He tips her a mock salute. "Cheers for stopping by," he says, but his voice wavers and he turns away from her. "Through the wall," he mutters. She starts to turn away, but looks back at him, worried, and his shoulders hunch as he turns his back to her, his hands on the wall, fingers clenching on it. Though he's trying not to let her hear, he's whimpering. Or crying. Or perhaps both.

She doesn't know what to do for him, doesn't know how to deal with this; something is dreadfully wrong. Besides, Dawn's in danger. "Well, I'll...get back to you," she says, very troubled, and leaves.

Out of the room, Buffy calls out to the "dead guys", and wonders where they went. She tries to reason it out, and then remember's the comment about the Talisman. She jumps on her cell phone again. "Xander..."

Dawn tells the two teens to look for weapons to hold the zombie-ghosts off. The boy finds two bricks. Dawn asks Kit for her purse, which she empties on the floor. The three zombies appear again, saying they'll never get out, that they picked those three teens because they won't be missed. Dawn rushes forward to do battle, with the purse loaded with two bricks as a weapon. She blasts the woman zombie-ghost, but then the older one punches her. Kit screams.

Buffy hears Kit's scream and rushes in the direction to help.

Xander rushes into the bathroom, almost falling into the hole in the floor. "Oh! Contracty goodness!" he smiles, but then goes hunting for the talisman.

Just as the older zombie-ghost is going to rip Dawn's arm out, Buffy bursts in and starts kicking ass. She grabs the purse-weapon from Dawn and starts to do battle with the three Zombie-ghosts, letting em have it good, but the three keep coming...

Xander crawls on the floor and finds the talisman, but is jumped from behind by a zombie-ghost, who starts struggling with Xander.

"You really wanna keep this up?" Buffy asks as she fights the three bad guys. "Whaddya gonna do... kill us?" the older one answers.

Struggling a little, Xander breaks the talisman in half with a yellow-greenish 'poof' of energy. His Zombie-ghost dissapears in the same colorburst.

... as does the three Zombie ghosts in the basement! The guy asks if they're gone. Buffy says yes, "must have broken the talisman." Dawn asks how she knew it was a talisman? "It's always a talisman" quips Buffy. She then questions who put it there? "You really weren't kidding about this place" Dawn says as the three girls and guy head out "it hasn't changed." "I dunno, it seems smaller..." Buffy says.

In the hall, Buffy helps the three re-group, reassuring them that they'll be ok if they stick together. Kit hugs Buffy, and the boy says that Buffy is the coolest mom ever, to which Dawn uneasily kisses Buffy's cheek and heads off with the two other teens. Buffy primps her hair uneasily at the mom quip as Principal Wood walks up, thinking it very curious that Buffy has been talking to "Carlos" and "Kit", two known troublemakers who's files are almost as thick as Buffy's. Principal Wood saw how Buffy handled them, though, and likes that she got them not only socializing, but on their way to class! He then wonders if Buffy wouldn't mind sticking around the school more. She questions what he means, and he points out that there's money in the school buget (though not much) to pay to have someone stick around a hours during the week. She asks if she's being hired as a councellor, but the Principal says no, not a councellor, but instead "someone closer to their age who they can relate to." "I'm in." Buffy says without a second thought. Principal Wood comments again that the pay is not good, but Buffy smiles and says her schedule isn't hot either.

In the basement, Spike crowches on the ground, hugging himself, talking to himself: "Everything is... I had a speech. i learned it all. Oh, god, she won't understand, she won't understand..."

Warren appears, pacing around Spike: "Of course she won't understand, Sparky. I'm beyond her understanding. She's a girl... she's sugar and spice and everything... useless unless you're baking... I'm more than that. I'm more than flesh..."

Morphs into Glory: "more than blood. I'm... you know, I don't think there's a human word fabulous enough for me! Soon my name will be on everyone's lips, assuming they're lips haven't been torn off. But not just yet... but that's alright, though...."

Morphs into Adam: "... I can be patient. everything is well within parameters. She's exactly where I want her, and so are you number 17." Adam looks down at a confused, listening Spike. "You're right where you belong..."

Morphs into Mayor Wilkins, who crowches by Spike: "So what dija think, you'd get your soul back and everything would be jim Dandy? A soul is slipperier than a greased weasil, why do you think I sold mine? Well, you probably thought you'd be your own man, and I respect that..."

"But you never will... you'll always be mine..." Drusilla caresses Spike's ear and cheek, with Spike unmoving. "you'll always be in the dark with me, singing our little songs, you liked our little songs, don't you? you always liked them, right from the beginning..."

"And that's where we're going" She rises, morphing into the Master "Back back to the beginning. Not the Bang, not the Word, the true beginning. and the next few months are going to be quite a riot, and I think we're all going to learn something about ourselves in the process. You'll learn you're a pathetic smuck, if it hasn't sunk in already... Look at you, trying to do what's right, just like her. You still don't get it.. it's not about right... it's not about wrong..."

The Master morphs into Buffy, who crosses her arms "... it's about Power..."

Frankfurt, Germany. A woman is running outside of a dance club. She is dressed semi-goth-punk, with combat boots, peirced nose, and bright red-streaked hair. Two hooded figures are in pursuit. Up and down the side of a building, through hallways and down rainspouts, the chase continues. Just as she starts to relax, the hooded figures pull her inside a side room. A brief struggle ensues, but they gain the upper hand and stab her with ornate daggers. Leaving quickly, her head turns towards the camera, her eyes turn black, and she says in an echoey voice "From beneath, it devours..."

Buffy awakes in her room, startled by a bad dream. Dawn is there at her bedside. Buffy tells of seeing a girl in the dream and repeats "From beneath you, it devours..." she then gets this blank expression on her face and goes towards the night-time window, musing how there are others like the girl out there, and they're going to die.

Out on a Sunnydale street, the ground starts to shake as a large burrow mound appears, moving down the center of the street, tearing up the road.

Opening Credits: lots of new scenes, obviously, but no new casting.

In the high school basement. It's dark, and dank, and there are rats. "No, no, no, no, no, no." It's Spike. He peers around a stack of crates, looking at the rat. "Now is not the time. You know it, I know it." HE comes out from behind the crates, stealthily, sneaking up on a rat sitting on a box. "But making them understand it, that is a tooooootally different matter." He comes closer to the rat, crouching down, stalking it. "No manners is the problem. No breeding. Lack of etiquette. All of it lacking, all of it lost." He's getting ready to pounce on the rat when the earth begins to shake. He stands up, stumbles back into the stack of crates. "Not the time, not hardly ready," he says, and the shaking grows worse. He puts his hands to his head. Something is hurting him. "Stop!" he says, but the pain only increases. He falls to his knees. "Please stop," he says, "begging now, begging stop..." But the pain increases. "Oh God..." He's on his knees now, doubled over, and the pain keeps on coming, and he throws his head back and screams, eyes wide.

Dawn is smiling from the back seat of Xander's car. Xander is driving her and Buffy to school as Dawn goes on about how cool it is that Buffy has a job there, but upon further analysys while mentioning that they'll be at school together, "you understand you can not talk to me, look at me, or hang out with any of my friends, right?" Buffy assures her she'll keep her distance. Xander then starts talking about teen problems, especially with the school on the hellmouth, and he makes Buffy smile by saying the kids are lucky to have both a friend and a Slayer helping them out. Dawn questions Xander's liking school. Xander says it was good, only because he was dating then. Talk of him dating is then mentioned, but he says he just doesn't feel it yet. They turn the talk to Anya and question if he's seen her lately? He mentions he's bumped into her at the Bronze a few times, probably looking for women who wish scorn. "That's where I go to get my scorn on..." Muses Buffy. Dawn says the two of them should really stop with the dating demons thing, but then Buffy kindly reminds her about her smooches with teen vampire last Halloween.

Principal Wood introduces Buffy to her office (more like an open cubicle) and talks to her about her job. He explains that she's not supposed to counsel, but more just listen and talk to the students. Buffy's eyes light up with an idea "Can I give detention?" (yes, Wood gives her permission). More talk about how to handle the students, with Principal Wood telling a lame old joke. "There's only three things these kids understand: the boot, the bat, and the bastinada..." He chuckles, she doesn't. He is embarassed at the joke's telling, but Buffy gives a dictionary definition of what a bastinada is (some sort of wooden rod?). Buffy then questions why she got this job in the first place, not having any college degree, and only commenting on her sparkling personality and her excellent work at the DoubleMeat Palace (to which Principal Wood mentions he's a vegetarian). Principal Wood simply says he needs someone who understands the students. Two teens who are obviously busted come in and Wood gets called away. Buffy calls after him, saying she'll just look around the place and get aquainted.

"Basement: No student access" reads the sign on the door as Buffy goes downstairs, calling out for Spike.

In Westbury, England, Willow sits in a doorway overlooking the countryside, sitting on a packed suitcase. Giles comes up, saying her taxi is there and waiting. Willow expresses severe doubt about going back, wondering if she's ready. She thinks it might be better if she stays, to which Giles agrees it might be, but he questions why exactly she's scared. Willow starts mentioning the Hellmouth and how it's teeth are now showing, doubting she'll be able to be a "bigger badass" than whatever is coming? Then she wonders if she'll go all veiny and homicidal again... But Giles knows she's just worried about her friends taking her back. Giles says no matter how much time goes by, there is no way of knowing whether they'll take her back or not. "Trust yourself, and the others might follow" he says as they head off towards the taxi.

On a nighttime Sunnydale street, a woman walks her dog, who stops behind her to do his business. Suddenly a "crunch" is heard, and the woman looks back to see the leash's end dropping down into a hole in the pavement, no dog in sight. Then the leash goes taunt, and the woman starts being pulled towards the hole. At the hole's mouth, something bursts up from the pavement in front of her.

The woman runs down the street, out of breath, and runs smack dab into Xander "um... hello?" he says.

"... and whatever it was, it was big... and strong..." The woman talks to Buffy, Dawn, and Xander in the Summers living room. Buffy bandages the woman's hand as the woman says they probably think she's nuts. "We've seen things too, Nancy" says Buffy. Xander makes a bad joke about her dog and is instantly embarassed. Dawn asks what it sounded like, to which Nancy says it rumbles like when an Earthquake is going to start. Buffy muses "from beneath you it devours..." but then shakes it off, giving Dawn a glance. Dawn then asks if they should round up the gang, but Xander motions around "This is the gang." Buffy re-assures Nancy that everything will be all right. "What you need is help... fortunately, you've got me" says Spike, who has appeared in the hallway. His hair is back to it's normal length and color, and he wears... erm... "normal" clothes. Buffy is, needless to say, shocked.

Commercial break:Say! You looking for a low-cost, high gas mileage SUV which is above all in safety and comfort? Me too...

"Buffy," he says, calmly.

"Spike." She's wary.

"Who's that?" Nancy, not for the last time this ep, is confused.

Dawn answers her. "He's...it's Buffy's..." She's not happy to see Spike.

Xander, of course, is even more unhappy. "Ex," he says, disgusted.

"I'm thinking it's more complicated than that," Nancy says, almost under her breath.

Xander sighs. "It always is."

"You've changed," Buffy says to Spike. Just on the edge of snark. "New clothing, better hair. Not so much with the crazy. I like it. Now what do you want?"

The old Spike would have snarked at her. But this isn't the old Spike. "Easy. If you think I like putting myself in here, surrounded by people who don't particularly like me, you'd be wrong." He looks at the gang, who are all staring daggers at him.

Xander pushes off the sofa. "If you're uncomfortable," he drawls, "we can -make- you leave."

This is not the old Spike. Xander doesn't even get an eye-roll. "I'll be quick," Spike says to him, almost apologetically. Then, to Buffy: "We need to talk. You want to do that here, or privately?"

Xander doesn't let her answer. "I'm thinking here, in the company of good friends and pointy weapons," he says, just daring Spike to make something of it. He gets a Buffyglare.

"You said something about quick?" she asks Spike.

He steps into the room. "Before I start, and for the record," he says seriously, "Last you saw me, I was a mess, I admit it. Last week, living in the school basement...well, you saw me."

This is news to Dawn and Xander. Dawn stands up, looks accusingly at Buffy. "You did?"

Buffy so doesn't want to get into this right now. "Guys, just a second, okay, yes, I saw Spike, I just..."

"What, you just forgot to mention it?" Dawn is holding it in, but she's furious.

"Things were insane in the basement. I saved your life. We can discuss it later."

Oh, right. When pigs fly... "Sure."

"Whatever you want," Xander says.

"Right," Dawn comes back. "Cause that seems to be the only time you let us in, Buffy. Whenever you want." There's going to be door-slamming and the silent treatment for weeks, here...

Spike tries to help. "Now, in fairness to Buffy...," he begins, but Xander cuts him off."

"Shut up, Spike!" He SO wants a piece of Spike, but he's not going to take the first swing.

"Okay. Guys..." Buffy throws a stern glance and Xander and Dawn, then motions Spike out into the hall. There's a moment of awkward silence when they're alone.

Buffy breaks it. "Do not start by saying you're sorry," she says. Because that worked out SO WELL the last time...

But Spike surprises her. "I didn't come here to atone."

"What the hell do you want?"

"I'm here to help you." Okay, that wasn't what she expected ...

"Help me what?"

"I was hoping you'd tell me." He's not being snarky, here. "You're the Slayer, connected to the visions, long line of worthies, right? I'm just a guy with his ear to the ground, and even I can feel it. Something's coming. Something so big, ugly and damned that it makes you and me look like little bitty puzzle pieces." She stares at him Well, if I'm wrong, say so. Lovely, no hard feelings, I'll walk out that door and you can lock it behind me with any spell you like. Am I wrong?

"Everything about you is wrong, Spike." He nods. Expected that, he did. Crazy, after all. And, well, Buffy... He starts for the door. And then she goes on. "But something is coming."

He comes back. "You're gonna need some help." It's a statement, but not an in-your-face one; more of an offer.

"Since when did you become the champion of the people?"

"I didn't. I'm just a guy who can lend a hand if you'll let me." He hasn't once snarked back since he arrived; he's been calm and placatory and very...UnSpikeLike. "Ball's in your court, Slayer." And he's not pushing, either.

She decides to let him help; we next see them back in the living room. Buffy is in General mode. "Xander, take Nancy home." Spike looks up, a little startled. With two teams, that leaves him with Buffy.

Nancy wants to know if Xander's girlfriend is always this...commanding. Xander is confused for a second, and then makes a huge point that Buffy isn't his girlfriend.

"Xander?" Dawn says, in that tone you use when someone has spinach in their teeth. She dabs at the corner of her mouth. "Little drool?" Xander looks embarrassed; Nancy looks a tad amused, in a good way.

General Buffy goes on. "Spike and I will check out the scene."

And Xander's throwing a penalty flag. "Okay, in the biggest way, I' am not loving this plan," he says, coming close to Buffy. "I'm not loving Spike. He tried to rape you." He whispers this last, as though to keep Spike from hearing.

Buffy gives him a solemn look. "And he failed," she says, low. Not giving an inch. "I know I can take him." Xander doesn't seem very reassured. Just to emphasize that she's the one in charge, she reiterates the order. "Xander take Nancy home. Spike and I will patrol."

Dawn, left out of the action, appropriates control. "I'm command central," she says. "Everyone check in with me." Buffy must give her A Look; in a much more subdued voice, she goes on, "Okay, I'll be here doing my homework, but the other thing sounded cooler."

Buffy smiles at her. "Be safe," she tells Dawn. Then she nods at Spike. "Let's go."

"Righty-o, then," he says, and starts after her. But Dawn stops him as he passes her. Not touching him; it's all in her very cold voice.

"Spike? You sleep, right?" He looks confused. "You, vampires," she elaborates. "You sleep."

He still isn't quite following. "Yeah, what's your point?"

She stares at him. There's nothing left of the affection we used to see. "Well," she says softly, calmly, "I can't take you in a fight, even with the chip in your head. But you sleep." Her eyes narrow the tiniest fraction. "If you hurt my sister--touch her--you're going to wake up on fire." She is mortally serious, and her expression is eloquently dangerous.

Buffy and Spike are outside, looking for the damaged pavement.

"You're awfully quiet," Spike says. An observation, but maybe an opening...

"Wouldn't know what to say," Buffy replies.

"Fine with me. I was more than half expecting to get an earful," Spike says. "And when did your sister get unbelievably scary?"

Buffy stops. "What are you doing?" This calm, unperturbable Spike is weirding her out.

He turns back to her. "I told you once, straight up, I'm here to help," he says. "That's all." He stops , looks at a huge hole in the sidewalk. "Think this here's our spot?" It's obviously a change of subject.

And she recognizes it. "How'd you guess?"

Spike peers down into the hole. "I don't fancy sticking my head in there," he says.

"Well," Buffy says, "if something bites it off, that'd be a clue." Pushing a little. But Spike only starts moving the chunks of cement so he can get a better look. SO not the old Spike...

"What happened to you?"

He looks up at her. "Well, you saw me. Those ghostly types in the school basement got in my head. Made me flat-out, bug-shagging crazy. And I'm not exactly bragging about it, but they were stronger than me. Made me see things. Do things. How come you never told anyone you saw me?" It's more idle curiosity, an attempt at conversation, than a real need to know.

"I guess I was hoping you were some kind of mirage." Another push. He still doesn't rise to the bai.

"Sorry to disappoint." He looks back into the hole, moving the flashlight around, but he can't get a good view. He holds the light up to her. "Hold the torch."

She hesitates a second. He's holding the thing so that it'll be impossible to take it without touching him. But she reaches out, gakes the flashlight. Suddenly, she's back in the bathroom, he's on top of her, ripping open her robe. She flinches away from him.

"This...us working together," she says, uncomfortable, "it's not a way for us to get back together, if that's what you want."

"It's not," he says, very matter-of-fact, as though there shouldn't even be the question . "Look, I can't blame you for being all skittish..."

"Skittish?" She interrupts him. "That's not a word I would use for it." Her face is grim. This is painful, but it has to be said. "You tried to rape me. I don't have the words."

"Neither do I." He goes back to his examination of the hole. "This is painful for him, too. Can't say sorry. Can't use 'forgive me.' All I can say is, Buffy, I've changed." He looks up at her.

"I believe you."

"Well, that's something."

But maybe not as much as he thinks. "I just don't know what you've changed into," she says. She's been waiting to ram that one home. "You come back to town, make with the big surprises. Twice. I don't know what your deal is, Spike, but there's something you're not telling me."

He looks at her. "There is," he says. Matter-of-fact again. "But we're not best friends any more, so too bad for me. I'm not sharing." That sets her back. "We've been through things, the end of the world and back. That can be useful, 'cause, honestly, I've got nothing better to do. Make use of me if you want." There is not the slightes trace of anything suggestive in that comment and he seems not to realize it might possibly be taken as suggestive. He goes on, changing the subject again. Back to business. "And there's nothing here. Bit of slime, mounds of displaced dirt and such. Whatever our beastie is, he's gone." He gets up, dusts off his hands, and walks back past Buffy.

Entering Nancy's home, Xander and her do the light awkward banter thing. She thanks him, then says it doesn't sound right with everything he has done for her. She then asks if she can give him a call sometime. "To check in?" he questions. "No, actually I'm hitting on you." she answers. As he says yes and she turns, saying goodnight, the ground starts to shake. "Ah, Nancy, i just got a swell idea... RUN!" they both race down the hallway, with the floor bursting up behind them in a line. They reach some stairs and a landing where they are seemingly safe. At the foot of the stares, a giant worm like thing roars at them, opening its mouth (if you've seen Tremors, it's like one of those worms without the inner tentacles.). The worm dissapears and Nancy catches her breath, saying that Ronny would love this. Xander questions who Ronny is. She says Ronny is her ex, and he was trouble. Xander asks if he was the type of guy who would raise a demon, motioning to the floor. Nancy says that he was just an abusive bastard and wouldn't leave, always hovering. Nancy then talks of helplessness, and says she wished that it would stop. The word "wish" triggers something in Xander...

At the Bronze, Anya is having drinks with a woman who is compaining about her boyfriend. "And you know what I wish?" the woman asks. "God do I want to." answers Anya, smiling.

Commercial Break: Quality Dartboard bullseyes at low, affordable rates! If you are looking for the bullseye of a dartboard, then Greg's Bullseyes are the ones to get!.

Buffy, Spike, Xander and Nancy come up to the table in the Bronze where Anya is trying to get a wish out of a girl whose boyfriend cheated on her. The girl leaves. Xander asks whether she turned Nancy's boyfriend into a worm, and she says yes. Anya says she thought Nancy understood what the deal was, she had a quota, Ronnie had it coming.

Nancy wants to know who this woman is, and Xander, after a tiny fumfuh, says she's his ex.

"Nobody here is bragging about it!" Anya snaps, and gets up to leave.

"Ah-ah-ah!" Spike says, and comes over, grabs her arms. She wrestles his hands away. "Get your hands OFF the merchandise, Spike! You don't get to go there again..."

"Oh, please," he replies, all disdain. "I've already forgotten about our little time together."

Poor Nancy is confused. "I thought you were Xander's ex-girlfriend," she says. Right. "But you and Spike...?"

"Had a thing," Anya says.

"It didn't last," Spike puts in.

Now Nancy is really confused. "But you and Buffy..."

"Briefly," Spike says.

"=Never= serious," Buffy says, with eye-roll.

"Is there anyone here who hasn't slept together???" This is just soooo... Xander and Spike look at each other, but immediately avert their eyes. Perhaps they look a touch...uncomfortable?

More conversation about Ronnie. Buffy points out that worms are tiny, and Ronnie wasn't.

"Sluggoth demon," Spike says. A natural predator that died out during the Crusades. Anya says it was the same phylum, she just embellished a little.

Xander says, "Well, you can just unembellish, then."

"Bite me, Harris," Anya says. She has rules, vengeance demon rules, that they can't understand because they're still so... "Human." Comprehension dawns.

"I'm not," Spike says, and steps right into her personal space. There's a subtle swagger to him, that "I know I'm dead sexy" thing he does. "I'm a demon, just like yourself, Anya." She looks at him, a little surprised at first, and her eyes widen. He misses it, and goes on. "Now, you're going to turn him back, like a good little vengeance demon, or I'm going to..." He trails off as she stares at him. "What??"

"Oh, my God," she says. She looks quite amazed.

"What are you staring at?"

"Oh, my God," she says again.

He realizes that she knows. "Right, let's go," he says, and starts to leave, but she grabs his arm.

"How did you do it?

"Spike," Buffy says, confused, "What is she talking about?"

Anya isn't listening to Buffy. "I can see you," she says.

"Nothing." Spike's desperate to get out of there. "Let's go, we've got worm hunting to do." He pushes Anya away.

"You shouldn't be able to..." she says, and comes back, latches on to his arm again. "How did you get it?"

Spike tells her to shut up, but she won't. He hauls back and punches her in the face. While she down, he punches her hard in the face again, and she kicks him flying onto the pool table. She stands up, in her demon face. "I am SO gonna kick your ass," she says.

Spike comes off the pool table crotch-first. Oh, boy, a fight. With a demon. He grins and starts to make a snarky comment, but Buffy catches his arm and turns him around. "You haven't changed," she says, disgusted, and belts him one. Just a tap, considering she's knocked him across rooms before. He doesn't even hesitate; he belts her right back. She hits him again, a little harder. He goes to one knee, and when he comes back up, he's in game face, grinning.

"Working out some personal issues, are we?" he taunts. This is Season Two Spike, raunchy and cocky and having fun. Buffy hits him, then kicks him. He staggers back.

"Hey, I guess this would be first contact since...you know when..." He's baiting her. "Ready for another round on the balcony, then?" This time, she knocks him down. He just grins and gets up. "You're right, love," he says, "I haven't changed. Not a -lick-. And watching your face while you tried to figure me out was absolutely delicious."

She looks at him, not believing what she's hearing. She almost looks hurt.

Xander breaks in, tells her that Nancy has disappeared. She leaves to go after Nancy. Spike, still vamped, tosses one last taunt after her: "Hey, is that it? Little touchy-feely and then off to the bat-poles?"

Nancy walks down a side alley when the ground starts to tremble again. The pavement crumbles up behind her and starts chasing her, winding a path wherever she runs. Pounding on doors, looking for an escape, she calls for help and eventually runs and jumps on a fire escape. The rumbling briefly stops, but then starts again as she climbs. The fire escape starts to give as the worm is apparently battering the underside of the building!

Buffy swings to Nancy's rescue. When the worm bursts up through the ground right in front of her, she gets ready to fight. But Spike leaps down from the rooftops, goes to the wall and rips a metal bar off. "You've had your turn, love," he says. "Leave the real battles to the demons, yeah?" He takes a step back, hefts the makeshift spear. "That's right," he says, "The Big Bad is back. And looking for some =death.=" He charges the worm, but at the last second the worm turns into naked, confused Ronnie. The metal bar goes through his shoulder, and he screams, and so does Spike, as his chip fires. When the pain stops, Spike stares at Ronnie, still impaled on the bar, and his eyes widen in horror. For a moment he's silent, appalled at what he's done. "I'm sorry," he whispers, and pulls the metal bar out. Ronnie collapses, and Buffy immediately pulls a blanket out of a nearby trash bin and covers him up.

Spike looks at the weapon in his hands. "Right," he says, sounding confused. Then, stronger, "Wrong. Wrong maneuver. Not hardly helpful. God, please help me..." He looks at Buffy. "HELP ME!" he shouts, desperate.

"You're not the one who needs help," Buffy snaps. She leans down to check on Ronnie. "He's going into shock."

Spike is pacing now, getting as far as he can from what he's done. He's muttering frantically. "No, no, too much, too much, too muchtoomuchtoomuch. Inside me, all the way, deep, deep, deep inside me..." His fingers scrabble at his chest, as though he can feel whatever it is, trying to get out.

"Look, Spike, whatever you're doing..." But he shouts and flails at something she can't see.

"Get away!" He tries to protect himself from something Buffy can't see; he's not totally with her.

She goes on. "Do it somewhere else. I am through with this."

"Oh, oh, lucky girl," he says, his voice rising, breaking. "Call it quits, now there's an option. If only it was so easy, if only, if only, if only...." He turns to some invisible someone, mightily pissed off. "What the HELL are you screaming about? I can hear you. No need to SHOUUUUUUUUUUUUUUT..." The word starts out angry, but turns into a cry of pain; he clutches his head and goes down to his knees.

Almost immediately, his expression changes. "I get it," he says, eyes narrowed. "Joke's on me, lots of laughs." He stands up, twirls the piece of metal he's still holding. "Bring the wife and kiddies, come see the show," he says. There's an undertone of bitterness in his voice. "Gonna be a circus. This..." He comes to Buffy, slaps the bar down on the ground beside Ronnie. "Just the beginning, love. A warm-up act." His voice turns dark, scary. "The real headliner is coming, and when that band hits the stage, all this..." He stands up, opens his arms to indicate their surroundings, or mabe Sunnydale. All of this will come tumbling in screaming and horror and bloodshed."

Buffy is staring at him, dumbfounded. He's gone from perfectly rational and calm, to raunchy, to staring mad with in a few minutes. And then he speaks the words from her dream. "From beneath you, it devours." His face changes; he seems grief-stricken. "Poor Rocky..." His face twists; he's almost crying. He realizes that she's seeing this, and tries to hide it. When he can't control his emotions, he runs off, fast.

Buffy comes to the chapel beside one of the cemeteries. There's light flickering through the windows, and she goes in. The place looks empty, but there are candles lit. She walks up the aisle, wary, listening, but she's still surprised when Spike steps out of the shadows, bare to the waist and holding out his blue shirt.

"It didn't work," he says, his voice thick.

"What the hell are you..."

"Didn't work. Costume. Didn't help. Couldn't hide." He puts the shirt over the back of a pew.

This is freaking her out. "No more mind games, Spike."

He nods. He seems lost, and he's been crying. "No more mind games," he says, his voice small. "No more mind."

She's beginning to realize that something is dreadfully wrong with him. "What happened to you?" she says gently, and reaches out to touch him.

He cowers from her, raising his arms as though to protect himself. "Hey, hey, hey! No touching!" He's afraid. He looks at her, curled away from her, broken. "Am I flesh? Am I flesh to you?" His voice cracks. "Feed on flesh," he says, not really talking to her, avoiding her eyes. "My flesh. Nothing else, not a spark." He seems to hear an answer, or perhaps a comment from the invisible something that talks to him. "Oh, right flesh, then," he says. He lowers his arms, but he's still turned a little sideways, his shoulders hunched as though he expects a blow. "Solid through," he goes on, ducking his head a little. "Get it hard, service the girl..." He makes it sound like something unpleasant, as though he'll be lying back and thinking of England the whole time. He starts to unzip his pants, keeping his eyes away from Buffy.

She freaks. "Stop it!" she screams, and grabs his hands, pulls them away from his pants. His hand is immediately around her throat, but it's a reflex, and the next second she hurls him across the chapel. He crashes into a pew, breaking it. He's a little stunned, and lies there for a second. Then he sits up. "Right," he says, sounding a little bewildered; this always used to work. "Girl doesn't want to be serviced. Because there's no spark." He looks around, seeming to notice the wreckage of the pew. "Are we in a sodding engine?"

"Spike, have you completely lost your mind?" She's looking at him as though he's suddenly grown two extra heads.

"Well, YES," he says, and for one moment he's the old Spike, big with the DUH. "Where've you been all night?"

She's still trying to take in what just happened. "You thought you could just come back and...be with me?"

"First time for everything," he mumbles, not looking at her, and gives something that might be a brief, bitter laugh.

"This is all you get. I'm listening. Tell me what happened."

"I tried to find it, of course." He can't look at her when he says it.

"Find what?"

"The spark. The missing... the piece. That fit. That made me fit." His breath catches as he talks, his voice trembles. "Because you didn't want m..." He's almost crying again. "God, I can't. Not with you -watching-." He scuttles backward, away from her, into the shadows. He stands up, walks deeper into the darkness. The moonlight gleams on his bare shoulder, but his face is completely hidden in the shadows.

"I dreamed of killing you," he says. Is he making a statement, or expressing a wish? She doesn't know; she leans down and picks up a sharp piece of wood from the destroyed pew. "I think they were dreams." He moves farther away, into a corner. "So weak," he says. "Did you make me weak? Thinking of you, holding myself and spilling useless buckets of salt over your..." He can't even say the word, and choses another. "Ending." He makes a sound that is almost a laugh. "Angel. He shoulda warned me."

And she knows. Horror at what she realizes he's done comes over her face.

"Makes a big show of forgetting," he goes on, "but it's here. In me. All the time. The spark." The word is a curse now.

He steps out of the shadows. "I wanted to give you what you deserve," he says. "And I got it. They put the spark in me, and now all it does is burn."

"Your soul?" The enormity of it makes her voice very small.

He laughs, weakly. "Bit worse for lack of use," he says, trying to downplay it.

"You got your soul back. How?"

He looks at her, perhaps starting to be a little alarmed. "It's what you wanted, right?" He looks up, not talking to Buffy any more. "It's what You wanted, right? And and now everybody's in here. Talking." His fingers dig into his temples, and he walks away from Buffy, toward the large cross at the front of the chapel. "Everything I did, everyone I.. and him. And It. The other. The thing. Beneath. Beneath -you-. " His shoulders slump, his head hangs bowed. "It's here, too. Everybody. They all tell me go..." He turns, gives her a pitiful look. She stands there, stunned, struck dumb by it. "Go...to hell," he finishes.

Finally, she's able to speak. "Why? Why would you do that..."

He interrupts her. "Buffy, shame on you. Why does a man do what he mustn't? For her." His voice begins to break. "To be hers. To be the kind of man who would nev..." He breaks off, unable to continue, and turns away from her again. "To be the kind of =man=..." The word is almost a sob. He steps forward, toward the cross. "And she shall look on him with forgiveness, and everybody will forgive and love. He will be loved." Buffy watches him, her throat working, and tears spill down her cheeks. "So everything's okay, right?" He steps up to the cross and calmly, peacefully, puts his arms over the crossbars, lays his head beside one arm. Smoke begins to rise from his flesh as it burns. "Can we rest now?" he says quietly, as Buffy continues to cry. "Buffy? Can we rest?" We see him, draped across the cross, burning.

It's 9:24pm at Sunnydale airport, people disembark a plane, walking into the terminal. A child goofs off and his father repremands him. Xander, Buffy, and Dawn wait for Willow's plane to arrive, with Xander holding a large sign that reads "Welcome home Willow" in a very hard to read light yellow. Buffy and Dawn say she won't see the sign, it's so light, and they question why. Xander begins to talk about his heroic speech when confronting evil Willow, but then stops, realizing Dawn is being sarcastic. Dawn starts to get nervous, wondering what to do, how to handle seeing Willow again. Buffy wonders what to say. Xander suggests "Hi Willow." Buffy wonders how he can be so calm. Xander says he has faith in Giles, knowing that he wouldn't let Willow leave unless she was fully recovered, which Dawn agrees with with a "right." Buffy gives a sour look, which makes Dawn question "right?" Buffy admits to them that Willow wasn't completely ready, but that Giles said she had to come back early, she was doing really well, and they shouldn't worry. Just then Xander notices that there is still a problem... Willow is still nowhere in sight, and no more people are entering the terminal

It's 9:24pm at Sunnydale airport, people disembark a plane, walking into the terminal. A child goofs off and his father repremands him. Willow comes into the terminal, looking around for a familure face, but no one is seen. "Welcome home, me" she says, downtrodden.

Opening Credits: Nothing new.

In a dark alley, a street gang member tags a wall. Something watches him from a distance. "All alone..." it hisses. "Frightened to be all alone?" The man turns, getting scared, asking if someone's there. "The wind talks when you're alone..." the voice hisses and laughs. The man shouts for whoever it is to clear out, but then a his is heard and a slashing claw is seen.

Willow knocks on the door of the Summers home, but no answer comes. She lets herself in the back (a clock is seen reading 10:41pm). Calling out for Buffy and looking around, no answer is heard, no one is seen. Upstairs, Willow looks sadly in her and Tara's room and has audible memories of Tara's shooting when she glances at the window. She picks up a notebook, seeing Xander, Buffy, and Dawn's contact numbers. She then hears the noise of a door slamming downstairs and, dropping the notebook hard, races down to see, but finds no-one. Tired, depressed, Willow lays down on the couch and dozes off.

The clock reads 10:41pm as Buffy, Xander, and Dawn walk in the front door. They wonder what could have happened to Willow, questioning whether she doubled back. Dawn says that if she's ducking Giles, she may be evil, but Xander says that he's ducked Giles plenty of times, it just means that he got bored. Dawn suggests they check the answering machine. As they leave, Xander slams the door shut, and all three hear a noise coming from upstairs. They go up to investigate.

Later, the three come back downstairs, finding nothing. sitting on the couch, Buffy says she called Giles, who is in extra wiggins mode, and that he blames himself for Willow's apparent dissapearance. Xander feels guilty himself, thinking that Willow may just not want to see them, probably feeling unwanted. "So Giles is blaming Giles, and we're blaming us... is anyone gonna blame Willow?" Dawn says what's on their minds, but Buffy says if Willow wants help, they're there for her. It's her fault if she's not there for the helping. The three fade off the couch and Willow fades on. It is now morning, and Willow slowly wakes. She walks over to the a phone and calls Giles, but does not reach him, hearing that he's in a counsel meeting all day. She looks around the empty house, seriously depressed.

Approaching the burned out remains of the Magic Box, Willow finds Anya exiting holding a box of charred... things. Anya is VERY suspicous of her, asking her in a scornful voice what she's doing there, wondering why she isn't still with Giles? Willow says she just got back, but Anya questions back how, to kill people or if she's really all better? Willow is apologetic, Anya still sarcastic. Willow offers to help Anya clean up the Magic Box because she feels responsible, which Anya says she IS responsible. Willow says she's sorry. "Here's something you should know about Vengence demons. We don't ruth with the sorry. We prefer 'oh god, please stop hitting me with my own rib-bones...'" Willow tells her to continue, she deserves whatever is coming. "You don't mind? Well then that's no fun" Anya says, disheartened.

Willow sits on the curb, very sad, and Anya sits by her. Willow asks where everyone is. Anya says she's been busy with vengence demoning. She then asks where Dawn and the others are. Anya wonders why Willow hasn't seen them, then figures it's because they're still mad at her. Willow interrupts when Anya starts up about the Bronze confrontation, asking where she thinks the others would be. Anya says they're all probably somewhere around the High school, with Xander doing construction there, Buffy getting her new job, and Spike living in the basement, quite insane.

At the construction site of the High School, Willow looks down into a workpit, calling down for Xander, but the place is eerily void of life. She glances down at the ground to find a body completely skinless, barely any blood surrounding it.

"No skin" Buffy and Xander look down at the body. Xander had found the body first thing that morning and gave his crew the day off, then called Buffy right away. "I've gotta get a job where I don't get called right away for this stuff." Xander hears a noise nearby, glancing at a ladder. Willow is seen climbing up the ladder with a shocked look on her face. Xander says "Yeah, I know exactly what you're thinking... Maybe Willow IS back."

Commercial Break: Now available on VHS and DVD, America's Almost Funniest Police Car Chases!

In the halls of the High School, Willow walks as kids rush off to class when hearing a bell. Willow goes to a basement door and goes down. Looking around slowly, she is surprised by Spike, who tells her she needs special permission to be there, she needs to have a slip with a stamp. He is still quite out of it, as if he's holding a conversation with her and others at the same time. Spike mumbles that "you went away", and Willow says she did go away, but she's back now. She then says that she found a body, and she's been looking for Buffy, Dawn, and Xander, but she can't find them. She says the body had no skin, and asks Spike what could do that? "You did it once" he says. Spike continues to ramble about glowing, then gets flustered, saying he should go away. "Everyone is talking to me, but no one is talking to each other." He looks at Willow, then off in the distance. More rambling: "Someone isn't here...Button button, who's got the button? My money is on the Witch..."

Buffy and Xander walk down the basement corridor and hear Spike's murmuring in the distance. They approach him as he rambles on about someone not being finished. Buffy gets his attention. "You went away..." he says to her, then rambles about a body, asking if there is blood?

Buffy and Xander see that he knows something and they ask him for help. Spike gets flustered, saying he should go away. "Everyone is talking to me, but no one is talking to each other." He looks away, then at Buffy and Xander, who decide Spike is not of use and start to walk out. More rambling: "Someone isn't here...Button button, who's got the button? My money is on the Witch..." THAT line stops Buffy and Xander in their tracks. They question him again, wondering if he's seen Willow. Spike talks of a body and skin, saying that "they think you did it." He then excuses himself, saying he has to leave. I have to go. There are things here without permission. I have to check their slips."

Anya opens up her door to the concerned face of Willow, who walks in somewhat uninvited, asking for help. Anya says she doesn't have any money, but that's now what Willow needs. Willow tells that she found a body, saying something horrible happened to a boy, took his skin right off. "Was it you?" both of the gals ask each other in unison. "No!" Both answer. Anya says the others will probably blame her, but she understands that Willow wishes to do good, or at least discover who's really behind the horror so she isn't blamed. Willow again asks for help. "Is it difficult or time consuming?" Anya asks, shrugging her shoulders.

"This isn't gonna get all sexy, is it?" Anya asks. They both sit crosslegged on the floor, facing each other, candles surrounding them in the dark room, a map of Sunnydale lays between them. They are casting a spell that will cause a light to appear on the map wherever there's a demon. "Oh, pretty! Will it hurt the carpet?" Anya asks. They both sprinkle magic powder on the map and pinpoints of glowing light appear here and there. "Aaaaoooohhh! Hey look!" Anya points to a dot. "That's me. Hello!" Anya asks what the large group of dots in the center is, to which Willow tells her it's right over the high School, where the Hellmouth lies. Anya says things have been busy there lately. The large clump of dots then begins to grow brighter, and soon POOF, a small flame appears. Willow stomps out the small fire and lifts the map. "Hey! OK, remember our talk about the carpet?!?"

Anya says as she rushes to clean up the small burn. Willow looks at the map and says that one of the spots looks promising, a small group of caves in a rock cliff nearby. Anya says it sounds pretty thin, which is when Willow suggests she teleport over there real quick to check it out. It is then that Anya has to admit she can't teleport there, she can only teleport for official business. It's a privilige, not a right. It got taken away when she had to pull the vengence curse the previous week. Willow offers her sympathy to Anya, who says the vengence just isn't what it used to be. Willow says she thought Anya enjoyed... "inflicting." Anya says it sounds cool, but now it's quite upsetting. Willow compares her old situation with Anya's, wondering if she feels like her power isn't really all what she thought, and that it can be more trouble than it's worth? Anya says it's very overdramatically stated, but she's right. Anya apologizes to Willow for her sadness, and Willow does the same to Anya. "It did get a little sexy, didn't it?" says Anya, to which Willow momentarily smirks at, but then the witch shakes it off and heads for the door, saying she has to find the demon that killed the boy. Anya lightly tries to keep Willow there, asking if there's another spell she could do to help, maybe a spell to find Buffy and Xander? Willow says she tried that, and it went bad. The spell said that Buffy and Xander didn't exist.

In the Summer's home, Dawn is at a laptop, researching up demons who skin people. She is really into the computer research, asking for gory details in a matter-of-fact tone. Buffy and Xander walk aside, talking apart from Dawn, wondering if it is Willow responsible for the death. Buffy admits she thinks Willow did this, but then Dawn interrupts, saying she's found a good one, a demon called Gnarl. The demon has claws that paralizes it's victims, allowing it to then slowly peel off strips of skin to eat while the victim watches. Buffy questions why Dawn thinks this particular demon is the one. Dawn says they never mentioned blood, to which the research says Gnarl laps up the blood as a drink, leaving little behind. Now all they have to do is find the demon. Xander suggests Willy, but Buffy has a better idea, saying whoever did this had to have gotten blood on them...

Nighttime and Spike walks through a forest, rambling to himself. Dawn, Xander and Buffy all follow a short distance behind. Spike is following "the exciting smell of blood" and the others follow him. "It's Smellimentary!" Dawn says, then starts off musing about creating databases of demons and cataloguing bad guys. Xander bumps into Spike, who has stopped at a rock-cliff face. They look confused. "A vicious skin-eating rock cliff" Xander jokes at Spike's expense, but Spike pulls some brush aside. "There's a cave in it... I'm insane, what's his excuse?" he asks.

Willow stands at the cave opening. She slowly, tentatively crawls inside to find the inside lit by torches. She sees a figure move off in the distance, then out of site. "All alone..." she hears a spooky voice say.

"Dark and dank... I was hoping it'd be dark and dank" says Xander as the three enter the cave through the same entrance. Buffy shushes him, asking if he heard something?

"Look at the short Lamb, see how it trembles... is it the cold wind?" The voice of Gnarl taunts Willow "or is it the flock is nowhere to be seen?"

"All alone..." Dawn hears, and asks the others if they heard it. Buffy says it sounds close, but she can't place it. Suddenly Gnarl jumps out at Dawn and slashes her in the stomach. "Poison Paralyses" she mutters as her face begins to go void. Buffy and Xander grab her and start to head out, forgetting about Gnarl for now. They barricade the cave entrance with rocks.

Willow sees the cave entrance slowly covered, then hears the evil laughter of Gnarl.

Commercial Break: Windex makes it SHINE!

"no way out... No way out..." the voice taunts. Willow starts a spell, calling for the Goddess for help, but the creature hints that magic won't work. Willow is scared, but offers to fight. The creature continues it's taunts, saying that Willow's friends abandon her.

In the forest, Buffy and Xander help a stiffened Dawn on her way. "Buffy, I'm really sorry..." Dawn mumbles through locked jaws. They are heading home to look up more info on the computer.

The creature continues to scare Willow, who is now slightly paniced, very scared. Gnarl talks of her friends abandoning her, to which Willow asks if they were really there, she saw nothing. Suddenly a flashing claw slashes Willow across the belly, wounding her. She falls and starts to go limp. "They were here" says Gnarl, "here they were, and there they went." He grabs Willow's leg and pulls her towards him, laying her out flat on the ground. We finally see the full demon (who looks like a large version of Golem from Lord of the Rings) as he crouches over Willow and exposes her slashed belly. He leans forward and licks at the blood from the small wound.

Xander and Buffy help Dawn inside the home, bringing her over to the couch (accidentally laying her upside down at first). Dawn is completely stiff now, only able to look and mutter. Buffy goes to check the computer as Xander sits with Dawn. Buffy reads that the paralysis is permanent until the creature dies and says they'll have to go back. Xander says they just can't leave her there, she might vomit. "She might vomit?" Buffy asks. Dawn mumbles something as Buffy suggests Anya and goes to call her for "vomit watch."

Willow lays motionless, horror in her face, mumbling something. Gnarl continues to hover over her, taunting her with the absence of her friends. With a sharp claw he slowly cuts out a sliver of skin from Willow's belly and slirps it into his mouth with a satisfying sound.

Anya asks if Dawn is dying, but the other two say no, she's just paralyzed. Anya asks what type of paralysys, then goes and lifts Dawn's legs up in the air. They stick straight up! "Hey, she's poseable!" Xander says as Anya "poses" Dawn into a sitting position, with Dawn mumbling things the entire time. Buffy and Xander head to the weapons chest to get ready to leave as Anya says there's no need to thank her for sitting with Dawn. "I'm feeling very benevolent today... helping Willow, helping you, might even call it even for that worm thing last week." Buffy and Xander turn, asking if Anya saw Willow? She says yes, that she was looking for them and said they might be by some cave. Buffy asks if Willow was heading there, and Anya says last she knows, yes. Anya wonders if it's amusing that they're all there with her comically paralyzed sister while Willow may be getting killed by Gnarl. Buffy asks Anya if she knows about the creature, and upon answering yes, Buffy hands her a battleaxe, telling Anya that she's coming with them. They leave Dawn, propped up on the couch, with a remote in her raised hand.

Willow mumbles as Gnarl continues to torcher her, peeling off yet more skin from her belly.

Commercial Break: Sick of having all those odd-numbered months in your way? Try Tim's Discount Calendar Emporium. Buy 11 months, get the twelfth month for just one penny!

Buffy takes the lead as she, Xander, and Anya run through the forest towards the cave. Anya is visibly panting, saying she's out of shape from teleporting.

Entering the cave, Buffy asks where Willow is. Anya looks at her like she's crazy, saying that Willow is right there, on the ground. Anya kneels next to Willow as Xander feels the area. His hand is going right through her Anya says, and then asks what's going on? Buffy doesn't know, but she at least realizes why they haven't seen Willow. She thinks that the whole skin eating monster and the Willow dissapearance are two separate issues.

"Behind you!" yells Anya as Gnarl slashes at Buffy. His claws cut her shirt, but not her skin. The fight begins, with a sword weilding Buffy at the attack. Anya reminds Buffy to "get him in the eyes." Anya then turns her attention towards Willow, comforting her, saying they're all there, and explaining that Buffy is attacking the creature. Willow mumbles that she can't see the others, but Anya reassures her that they are all there for her. Willow mumbles "They're here, they're here... i'm not alone..."

Dodging back and fourth, Gnarl jumps up and over Buffy, who spins and stabs her sword into it's foot, pinning it to the ground. She then takes her thumbs and digs them into Gnarl's eyes as he howls in pain, then falls dead. Xander is disgusted. "Ah... thumbs? God, I can't believe you did that!" Willow start to smile and breathe easier, saying she can move.

(Dawn suddenly falls over with a yelp).

Xander asks where Willow is and Anya tells him to back up, he's getting his feet in her. Xander and Buffy stare at the area while Anya dashes off to get Willow help because she's wounded. They both say words of encouragement to Willow as she slowly starts to fade into existance with a bright light. A tearful Willow looks up at them "Oh, there you are! Don't go away!" Buffy says she's gonna be ok, but Willow knows, because they're here.

Summers home, Daytime. Buffy looks in on Willow, who sits crossed legged in her bedroom. Willow says it's ok, she's meditating and healing herself, growing new skin by drawing power from the Earth. Buffy wonders "we're on the second floor..." Willow sits back, tired and in pain. Buffy says she's going to leave and let her rest, but Willow asks her to stay. Buffy says she missed her, and wonders how this invisible thing happened. Willow says she cast a spell without realizing it, fearing the facing of her friends so much that she litterally could not see them. It happened just by Willow thinking it. Willow says it's nice to beforgiven, especially with so much to be forgiven for.

Buffy then says that she has a confession to make, saying that she thought it was Willow who was responsible for the skinned body. Buffy says she doesn't want to be the person who thinks that. Willow understands and says it's ok. She then sits up and starts into meditation position again. Buffy says she thought Willow was too tired to try, but Willow says it hurts too much not to try, even if she doesn't have the strength. Buffy sits across from her, crosses her legs, and says "I have so much strength, I'm giving it away." "Are you sure?" Willow asks, and Buffy holds out her hands.

In a funeral home at night, we hear two men commenting on how good a woman looks as she lays in a coffin. Other coffins in the room are revealed as the men leave for the night, turning out the lights. In the now dark room, both of the other coffins slowly open, one right after the other. Xander is blinded by a flashlight-weilding Buffy, who hear a knocking. Walking over to a fourth, smaller kid's coffin, they open it up to let Dawn climb out, complaining about how she's not the smallest and shouldn't get the kid coffin. Xander thinks it's too much trouble to hide out for half an hour in coffins for one lousy vampire, but Buffy says "Vamprie by vampire, it's the only way I know how." Buffy muses about recent worries (approaching Big Bad, Willow's uneasy return, high school on Hellmouth, her new councelling job) as the three approach the dead woman in the coffin. They also remark that she looks peaceful, until her eyes pop open. "I am not peaceful." says the new vampire. Buffy offers to help and simply stakesto the Vampire. Buffy closes the empty coffin and quips "I always thought closed caskets were more tasteful anyway..."

Opening Credits: Nothing new.

Buffy sits at her school counselling desk, arranging things, obvously nervous about the day. She over-excitedly greets a teen girl who arrives, saying she was sent there because a boy was teasing her. Buffy looks understanding.

"I don't want to talk to you, ok?" says a different boy in a rough tone. Buffy (in a THIRD set of clothes) says it's ok. "I'm serious! i'm not talking to you!" He says after some silence.

A new, good looking teen boy sits in front of Buffy (in a third outfit) and is confused as to what to say. Buffy asks him what his worries are and suggests school, girls, and parents. The guy agrees that his worries are with his parents.

The first teen girl tells of how the boy compared her to a "blue light special." Buffy talks to her about the bully being "insecure". "I'm tired of everyone being insecure" the girl says.

Silent, rough non-talking boy stares at Buffy, who calmly looks back at him... in silence.

Buffy remarks that divorce is always tough, but the good looking teen says his parents are happilly married. Then he admits that he's just bored and should leave for class.

Buffy lays it out for the teen girl, saying that she shouldn't sit back and take the bullying. "Let this bully know that you won't take any more of his sh--guff. Any guff." The girl smiles and is glad Buffy said that because she beat the crap out of this guy. Buffy is shocked, seeing the small girl's size, and she smiles a little. The girl is glad Buffy understands, then asks if she should beat the bully up some more.

Walking in a field, Willow and Xander walk and talk about Buffy and her councelling job, but talk soon turns to the now famous line "From beneath you, it devours." "It's not the friendliest jingle, is it? It's no "I like Ike" or "Milk: It does a body good."" Xander jokes. Willow says she knows it's going to be real bad, the upcoming months, and she wonders if she'll be able to control her magic to help out. Xander compares her magic use to using a hammer, with a person either having power or control when driving a nail, but not both. Willow then looks tired and comments that she doesn't know if she's ready. Xander says it will take time and looks ahead at something. Asked if she's ready, Willow nods yes and heads off.

Willow walks in the field and starts passing tombstones. After walking a distance, she stops and places a stone on a headstone, then kneels.

Tara McClay
October 16th, 1980 - May 7th, 2002.

She traces the name on the headstone with her finger as she begins to weep, almost sitting on the ground, body between her legs. She then smiles slightly and chokes back her tears and touches the headstone again. "Hey... it's me."

The rough teen boy who was giving Buffy the silent treatment finally says "i'm scared" and his eyes become teary. Buffy looks at him sympathetically.

The rough teen boy opens up to Buffy, saying he's scared that his brother, who's joining the Marines, won't come back. Buffy says it's ok to be worried about him. The boy is really upset and embarassed, trying to hide his crying. Buffy suggests he talk to his brother about it, but the boy says "I don't want to!"

Next up, Buffy faces a geek of a kid who smilingly says he's worried that he's gay. She starts to tell him it's ok, nothing to be embarassed about, but then he asks if he can be sure by going out on a date with him. Buffy rubs her nose, the pressure getting to her.

"It sounds like it's difficult for you" says Buffy to an unseen student. "Like maybe your sister makes it hard for you to establish your own identity. You said she's controlling, she doesn't let you make your own decisions..." We then see it's Dawn who Buffy is talking to in her office. "Yeah, and she borrows my clothes without asking..." Dawn says.

Back to Buffy's office, we see her seated across from a blonde teen girl. The girl has purple streaks in her hair and is dressed down in a t-shirt. Buffy confronts the girl about not doing her homework, and the girl says it's kinda pointless. The girl then says she's not going to graduate from high school. Buffy asks why, but the girl changes the subject, asking about Buffy's shirt. "Don't change the subject, Cassie" Buffy says. "Why wouldn't you graduate?"

"Because next Friday I'm gonna die." The girl answers.

Commercial Break: Windex makes it SHINE!

Buffy looks at Cassie very seriously as Cassie plays with her hair and asks to talk about something else. Buffy continues to press, wondering why Cassie would want to hurt herself. Cassie says she's not gonna kill herself, then shrugs off the reason, saying that she's just wasting Buffy's time. Buffy still presses further, asking if someone has threatened her? Cassie shrugs again, saying she just knows she's going to die on Friday, and that there's going to be coins around, lots of weird coins, and that Buffy is going to try and help. She also says that Buffy is going to go deep underground Buffy starts to question again, butCassie gets up to leave, Buffy tries to get her to stay. Cassie thanks Buffy for being so nice, and then oddly suggests that she like's Buffy's shirt, and that she should cover it with a sweater so it doesn't get stained.

"What am I supposed to do?" Buffy asks Principal Wood in his office. Seated at his desk, he says she did what she was supposed to, she reported it. Buffy isn't satisfied, but Wood tells her that kids talk big a lot of the time, saying stuff they don't mean. Wood pours them both a cup of coffee. Buffy says "But sometimes, sometimes it's not just talk, right?" to which Wood answers yes, but it's rare. Buffy asks what do they do then, and Wood sits back down, saying that they do the usual: inform teachers, search lockers." Buffy gets a little upset, walking over to Wood's desk and saying that she doesn't usually get a heads up when someone dies, but then backpeddals saying she has a chance to stop this from happening. Just then Buffy bumps the desk and spills her coffee on her shirt. She looks at the stain, slightly puzzled, remembering what Cassie said.

In the hallway, Dawn walks up to a locker, opens it up, throws some books in, takes some books out, and closes it to reveal Buffy behind the door. "I have a job for you..."

Now Dawn lurks between the stacks of books in the school library, watching Cassie talking to a hunky teen boy at a table. They talk about studying for tests and designing tattoos before she starts doodling in a notebook. The boy then wonders why they shouldn't go to "that dance" after all, but Cassie says she already told him she didn't want to go, that it would be lame. The boy urges a little, saying they hang out all the time, this wouldn't be any different, but then Dawn walks up and says "hey." She introduces herself, and Cassie recognizes her from ceramics class. Dawn says she forgot an asignment and wonders if Cassie had it? The boy grabs his stuff and nicely excuses himself, to which Cassie calls out "Mike, you're going to get a B." Mike yells back he's gonna get an "A plus, baby!"

Dawn and Cassie start to talk and get to know each other, commenting on a book Cassie holds (Kurt Vonnigut's "Slaughterhouse Five"), and how the Councellor is Dawn's sister. Dawn asks what Cassie went to Buffy for, but when Cassie's good mood dissapears, Dawn changes the subect to the boy that just left, Mike. Cassie says that Mike asked her to the dance tons of times, but she doesn't want to go.

In the Summers' living room, we find Willow at her laptop with Xander and Buffy behind her, pouring over Cassie's school records both on the laptop and in papers scattered around. They can't figure out what went wrong. Cassie was a good student and then bad grades and depression appeared. Xander asks if she had some sort of psychic vision, explaining both her knowing she's going to die and the coffee incident with Buffy, but Willow chalks it up to simple normal depression, saying they're searching. They mention Cassie's medical records, which show nothing abnormal. Willow then asks "Have you Googled her?" "Willow, she's seventeen!" Willow tells Xander about the search engine, then does a computer search, finding that Cassie has her own website. The site shows a lot of darkness, with drawings and a lot of poems. Willow reads as the others comment:

"The sheets above me cool my skin/like dirt on a mad woman's grave.

I rise into the moonlight white/And watch the mirror stare/

Pale fish look back at me/Pale fish that will never swim.

My skin is milk for no man to drink/my thighs unused, unclenched/this body is not ready yet/But dirt waits for no woman/And coins will buy no time.

I hear the chatter of the bugs/It's they alone will feast."

Dawn has entered and she silently listens to Willow finish the poem. Xander comments that this is real dark. "I don't know" Willow says, a lot of teenagers post some pretty angsty poetry on the web. I even posted a melodramatic love poem or two back in the day." "Love poems?" Xander asks.

"I'm over you now, Sweetie." Willow answers.

Dawn starts to tell them she thinks she knows why Cassie is scared. Dawn is convinced it's this Mike guy who was rejected by Cassie about the dance. Willow then comes upon Cassie's Father's Police report, which shows a long history of disorderly conduct and drunkenness. Thinking that's the problem, Xander and Buffy head out

At the front door of a small, house, Buffy and Xander ring the doorbell. Mr. Newton lets them in as Buffy introduces herself as someone from the school. He asks if Cassie has been screwing up her grades again. Buffy says she's become worried for Cassie and wonders if her problems aren't related to his drinking. Mr. Newton becomes very angry, having been accused of beating his daughter. Buffy and Xander listen as Mr. Newton starts off on a rant about his ex wife, child support payments, and how he's a good dad for the limited amount of time he gets to see Cassie, one weekend a month. Buffy questions whether he'll have her this coming weekend, but he says he just had her this past weekend. Humbled and slightly humiliated, Buffy and Xander leave when they are asked to leave his house.

"It's not him" says Cassie, outside of the house as Buffy and Xander walk. Cassie thanks Buffy for trying to help, but says it's no use and she shouldn't have bothered. Xander asks if she's thinking of killing herself, to which Cassie laughs. Buffy says it sounds like someone who really doesn't wish to live, but Cassie takes offence and starts to tear up:

"How can you say that? You think I want this? That I don't care? Believe me. I want to be here, do things. I want to graduate from high school. I want to go to the stupid Winter Formal. I have this friend, and it would be fun to go with him. Just to dance, hear lame music, to wear a silly dress and laugh and stuff. I'd like to go. There's a lot I'd like to do. You know, I'd love to ice skate at Rockefeller Center. And I'd love to see my cousins grow up, see who they become... cause they're really mean and I think they're gonna be fat. I'd love to backpack. Or, I don't know, fall in love. But I won't... I just... never will."

Buffy pleads with Cassie, saying she needs to help them to help herself and give any information she has, but Cassie says she doesn't know, she just knows something out there is going to kill her.

In the dark, nighttime school library, red-robed figures chant and walk slowly in a circle, holding candles. The dip the candles into the center of the circle which sets a small fire. The circle is ringed with strange, old coins. At the center of the fire is a now burning picture of Cassie.

Commercial Break: When only the best used paint will do, Tim's House of Used Paint is the only place to go!

Principal Wood startles Buffy at her desk. Buffy was deep in thought, distraught and tired. Buffy looks at her computer's screen which show's Cassie's website. Buffy starts to read one of her poems, which is taken over by Cassie's voice in a voiceover montage:

I sit alone at my window sill/Trees crackle, sunshine blares,

and children laugh like death/

Cassie eats her lunch with Mike and Dawn. Everyone is laughing and having a good time.

Their sharp happiness is a knife to me/ One jealous snake on a window sill/

In the Summers living room at night Buffy, Dawn, Willow and Xander sit at the table, eating, going over books and looking at pictures of Cassie, deep in research.

They will be here, trees and sun/and children with canes and pruney skin/

Cassie sits on her bed at night, smiling to herself as she writes in a notebook.

when I am but a memory/A laugh in the trees of time.

I sit alone and try to love them/I sit alone, a snake/

I sit alone and try to love them/I sit alone and laugh.

Buffy walks through the basement, obviously looking for something -- we assume, Spike.

She comes upon Spike sitting on the floor, unmoving. Staring off at a distant spot.

Buffy's eyes widen a bit in surprise and she passes her hand in front of Spike's face. No
reaction. She snaps her fingers twice in front of his face. Still nothing. Buffy rolls her
eyes and crosses her arms.

"Spike what are you doing?" She's impatient, doesn't have time for this.

Spike's eyes don't move from the spot he's focused on. He's still trying to stay in his
quiet place. "Nothing. If I don't move. If I don't think. If I don't listen to the voices, then I
won't hurt. Much."

"I need to ask you something."

"Don't." There's touch of desperation in his voice.

Buffy continues. "There's a girl. She's in danger. and she needs your help. Now." She
gets a bit forceful on the "now" -- she needs him to snap to and get this is important.

Spike's eyes flicker but he doesn't answer.

Buffy's getting exasperated now.

"Time is running out. It's Friday. The day Cassie said she's going to die."

Spike's eyes still focus on that far off spot.

"I can't." His voice breaks a little. "I can't hear you." There's a bit of pleading in his voice.
She's pulling him back and he doesn't want to come.

Buffy's voice is filled with calm urgency "Is there something evil in the school. Down
here maybe. Spike, please. Do you know anything?"

Spike lets out a breath, his head bows a little. He's back. His eyes are no longer
unfocused, but he doesn't look at Buffy.

"Yes. There's evil. Down here. Right here. I'm a bad man. William is a baaad man. I hurt
the girl."

Suddenly he slams his fist into his jaw. He hits himself three times in quick succession
before Buffy can grab his wrist.

"Spike stop it." Spike looks in her eyes for the first time. "What did you do?" She sounds
worried, maybe a little angry.

"I hurt you, Buffy. And I will pay. I'm paying because I hurt the girl." His eyes are
tortured, his voice wobbles with emotion.

Buffy's _expression softens and she brings her other hand up to cover Spike's fist and
lower it gently.

"Spike, no. It's not me. It's a different girl. Okay?" She's speaking quietly, soothingly.
"Her name is Cassie Newton." Her voice hardens a bit with urgency "Please. Do you
know anything specific?"

Spike shakes his head no. Buffy sighs and stands. This was a waste of time. She
crosses her arms and turns to walk away.

"No, don't leave me." There's a little boy pleading in that voice, and Buffy stops.

"Stay here and help me be quiet."

She turns to him, her face serious.

"I think it's worse when I'm here."

Buffy turns again, and walks briskly away.

Spike, quietly, "Don't let him hurt the girl."

Daytime in a school hallway where Mike is stopped by a confrontational Buffy. Buffy asks him if he's upset or mad. Mike says he is a little, that he only got a B on a history paper. Buffy then cuts to the chase, wondering if he's mad because he can't get a date to the dance. Mike is flustered, saying that yeah, he got rejected by this friend of his, but it happens, she's a girl. Mike then recognizes Buffy as Dawn's sister and says he might ask Dawn to the dance instead. Buffy's mood changes from confrontational to slightly peeved: "You're asking my sister to the dance? And she's your second choice?"

In the background we hear the sound of coins clatter to the ground. Buffy walks away from Mike and over to Principal Wood and a Janitor doing a locker search, coins lay scattered on the ground from an open locker. Buffy glances up at the locker number, 281.

Buffy now sits in her office confronting the owner of locker 281, a slightly geeky teen boy, who is nervous when confronted with the coin and the name Cassie. Buffy presses him for information, even to the point of threatening him, but he says he doesn't know much. He says he knows some guys want to "mess" with her mind.

Exiting the school, Cassie says goodbye to Dawn, but Dawn doesn't want to leave her. Cassie says she knows that Buffy probably told Dawn to follow her and pretend to be her friend, and Dawn does admit to the mislead, saying Buffy was scared and wanted to help her, but also that Dawn became her friend. Cassie smiles and says she knows, she's not dense, and that she is her friend.

The two are interrupted by Peter (the guy from earlier who was with Buffy to avoid class), who asks Dawn if she's got a date for the dance. Shy, Dawn says no. Peter smiles and says "Oh yeah? i was just doing a poll. See ya." and walks off, laughing. Distracted, Dawn turns back to where Cassie was, but Cassie is nowhere in sight.

It is now nighttime at the school, and in the lirary several red robed figures sit outside a circle of coins, each holding a lit candle. One pulls his hood back to reveal Peter, who tells another of the boys there to stop giggling, then asks a third if the fire exits have been booby trapped, which they have. No one can get in or out.

Peter then walks over and from behind a bookcase he pulls Cassie, hands and feet bound, duct tape over her mouth, scared and crying. Peter picks up a large meat cleaver and holds it to Cassie's throat, saying that everyone in the school thinks she has this "weird death chick" vibe going on, and no-one would really miss her. The rest of the red-robed boys look on in shock, but continue the ritual. "Extinguish" says Peter as they each snuff out the candles one by one. Peter then begins a summoning spell to call "Avilas", a demon that will give them riches for their sacrifice. He threatens Cassie again with the cleaver and says "We kneel before you with your gift of flesh..."

"Okay, that is going on your permanent record." says one of the robed figures, who stands and take the robe off to reveal BUFFY! Peter is shocked and starts to threaten Buffy with the cleaver, telling her to get back. Buffy kicks the crap out of him easily, sending him to the ground. Buffy looks around "Okay, do you know how lame this is? Bored teenage boys trying to raise a demon. Sorry it was a no-show. You know, I bet it's because you forgot the boom-box blaring.some heavy metal thing like Blue Clam Cult? I think that's the key to the raising of lame demons--"

"Like that lame demon?" Peter says, looking behind her. Buffy spins to see Avilas!

Commercial Break: Are you bored? Depressed? A little unhappy with your life? Heh, me too.

Avilas starts towards Cassie, drooling, but Buffy picks up the meat cleaver and throws it into the Demon (who looks like Skip from AtS, but not as shiney and metal). The demon easily pulls the cleaver out and sends it clattering towards Peter, then turns to Buffy and the fight starts, with Buffy getting thrown across the room! The rest of the robed boys scatter. Big Horny Demon has Buffy on the ground and his foot over her neck (she's grabbed his
foot and is struggling) when suddenly Spike appears holding a burning torch. (and
wearing a rather nifty black, button-down shirt. He's obviously managed to shower at
some point).

Buffy, getting to her feet, "Spike?"

"I'm here to help. No hurting the girl."

Buffy, all business and glad for his help, "Untie her. I'll take care of this."

Buffy takes Spike's torch (hee) and the next thing we see, Spike takes a flying leap at
Brad Taylor. He gets him on the ground and punches him a good one before grabbing
his own head in pain.

Another punch/head grab.

Brad, very frightened, "Who are you?"

Spike, with a menacing voice, grabbing Brad up by the shirtfron, "I'm a bad man."

Another punch/head grab.

Spike picks up the meat cleaver and holds it over Brad.

Brad cowers, "No, no. Please."

Buffy ignites BHD.

Spike kneels beside Cassie and slices through her ropes and removes the duct tape
from her mouth.

She gasps a little from the pain of pulling the duct tape and then gives him a small sad
smile.

"She'll tell you. Someday she'll tell you."

Spike registers... surprise/confusion.

Buffy rushes to Cassies side and Spike leaves.

"You can't be dead! Where's my infinite riches?" says Peter as he crawls over to Avilas's remains. Avilas then snaps at Peter... one last gasp... biting Peter in the shoulder. "Aaaahh, it bit me!" Avilas then explodes into a firey burst and then into nothingness. Peter begs Buffy for help, but Buffy walks out of the library holding up a scared, crying Cassie "Sorry, my office hours are ten to four." Buffy says.

Walking out of the library, Buffy says everything's ok now to Cassie, who opens a door and sets off a booby trap. A crossbow bolt fires, aimed right at Cassie's head, but Buffy catches it in mid air, inches away from the girl's forehead. Buffy snaps the crossbow bolt in two, saying "See? You can make a difference." Cassie looks at Buffy and sees something which makes her smile. She reaches up and brushes aside some stray hair that is in Buffy's face "And you will..." Cassie then gasps for breath suddenly, the collapses. Buffy kneels down, calling Cassie's name, trying to revive her.

The mood is somber at the Summer's living room. Buffy, Willow, and Dawn sit on the couch and Xander sits across from them. Willow asks how Cassie's mom was. Buffy says her mom said Cassie's family had a history of heart irregularities, but she never told Cassie. Xander says she was destined to die. Buffy says she was special and that she failed her, but Dawn, now crying, shakes her head. "Uh huh, you didn't because you tried. You listened and you tried. She died because of her heart, not because of you. She was my friend because of you. I guess sometimes you can't help."

Buffy stares off "So then what? What do you do when you know that? What do you do when you know maybe you can't help?"

At the school, Buffy enters her office, silent. She shuffles papers, the sits and thinks quietly.

We hear Spike before we see him.

"I can't trust what I see," he says. He's is in the basement, sitting on the floor between a box and something that looks like shelving. Black shirt, BHOR, but he seems quite rational. He's talking to Buffy, who's looking at him with concern. She's wearing a white top with little fluttery cap sleeves and tiny lace around the deep v-neck.

"Don't know how to explain it, exactly," he goes on. He's calm, together. "Like I been seeing things." There is a moment of silence; Buffy doesn't seem to know what to say. "Dru used to see things, you know." He smiles at her, a little diffident. "She used to look up at the sky and see cherubs burning. Or the sky bleeding, or some nonsense." He looks down. "I used to stare at her and think she'd gone completely sack of hammers. But she'd see the sky when we were inside. It'd make her so happy... She'd see showers; she'd see stars..." As ever, memories of Dru are good ones. But...

"Now I see her."

"Spike..."

"I'm in trouble, Buffy." He doesn't look at her when he says it.

"I can help."

He looks at her, surprised. Not expecting the offer. He clearly wants her help, but...

"I could never ask. Not after... "

"It's different. You're different."

"I couldn't ask."

Spike," she says, tenderly, "this is me. This is you, and this is me, and we'll get through this."

He looks up at her. "Never," he says, firmly. It would sully her, and he won't have that. He brings his arm up over his head, trying to hide his face.

She reaches out to touch his face, gently, lovingly. "We'll get through this." There is compassion and deep caring in her voice.

Pull back to the door.

Buffy, wearing a black, sleeveless top, walks in.

"Spike," she says, "This basement is killing you." She's cold, arms crossed over her chest, plainly doesn't want to be there, but feels obligated.

He's sitting with one arm over his head, his other arm around his knees, holding them to his chest. He's hiding. When he hears her voice, he looks up, his eyes wide. For a second he's confused, but then he gets it. The Buffy he was just talking to wasn't real.

"This is the Hellmouth," she says, "there's something bad down here. Possibly everything bad."

He starts laughing. It quickly turns into that mad giggle. "Can't hear you, can't hear you," he chants, hiding his face again. This pisses Buffy off.

"You have a soul?" she snaps, "Fine--show me."

"Scream 'Montresor' all you like, Pet," he says, giving her a sidelong glance.

"Get up and get out of this basement." Underneath the hard words is an even harder current of "or I'll make you."

He looks up at her, his face wet with tears. "I don't have anywhere else to go," he says.

Marching into his place, Xander lays out his house rules aloud as Buffy and Dawn walk in behind him. Xander turns towards the adressee: Spike, who stands at the door's threashold, a constant rolling of the eyes look on his face. Xander, in his own unique way, expresses his distaste for the situation, but dispite his voiced objections, Buffy asks "invitation?" Xander begrudgingly agrees: "Fine. I invite you in... nimrod."

Xander again wonders why Spike is suddenly Buffy's concern, to which Buffy defends back, saying that the school basement is making him crazy and they just can't leave him there. "Why not? Crazy basement guy is better than stalking Buffy guy." Xander argues, to which Dawn agrees and questions whether Buffy and Spike are back together? Buffy vehimently denies it, saying that things are different with Spike having a Soul now. Dawn wonders what Spike having a soul means exactly, to which Buffy has no answer. Spike then reaches to get Buffy's attention and she jumps, slightly uneasy, but then apologizes for her jitteryness.

Spike sighs and says it's not going to work and he should go, but Buffy says it's already working, he's been out of the basement for half an hour and hasn't heard the voices (except for one episode in the car on the way over). Spike starts to argue that it's not worth it, but Buffy shuts him up and says he's staying.

"So what is it?" Dawn asks Buffy the next day. "What?" Buffy asks. "Last night you said you weren't helping Spike out of pity, so what is it?" "That's a good question" Buffy sighs. The two girls are sitting on bleachers at the school the next day in front of football practice. Buffy is confused on trying to explain what the situation is. Dawn asks if Buffy loves Spike. "No, I... I feel for him" she answers. Dawn asks what she means, but does not attack or accuse her sister, saying that she is also genuinely confused and wants to know. "First you say Spike disgusts you but secretly you two are doing it like bunnies, and then Spike says he'd die for you but then he tries to rape you." Buffy tells Dawn Spike now knows what he did was wrong and that's why he went away, but Dawn wonders if having a soul makes him a better man and compares that situation to Xander having a soul yet leaving Anya at the altar, but Xander stil loving her. Dawn continues her confusion rant as Buffy gets up, saying she has to get back to work. Dawn argues after Buffy that nothing makes sense, but then someone down on the field catches her eye. A hunky blonde teen boy who is just getting ready to leave practice. Old 50's style romantic music starts rising in the background as Dawn watches the football player with adoring eyes, seeing him douse his face with water (in slow motion, no less). Dawn is SO drawn to him, her mouth hanging wide open in awe, being pulled towards this boy... litterally losing her balance on the bleachers and falling with a quick yelp!

Opening credits: Nothing new.

Buffy swings the battle axe but misses as the really bumpy demon bats her back, forcing Buffy to re-group. Anya crawls on the floor nearby, trying to get clear, saying that maybe he has the wrong Anyanka and it's all a mistake. The battle takes place in Anya's apartment during the day, but it quickly ends with Buffy throwing the batttle axe into the demon's chest, killing it. "Good thing I stopped by when I heard screaming" Buffy says as she helps Anya up. "Seems as if D'hoffryn is trying to take you out, eh?" Anya agrees, saying he's not the head of vengence for nothing as she gets some ice and a towel from the freezer, prepping a cold pack. She tells Buffy that she can go now, she doesn't need anyone's help. Then looking around at the mess, she says she DOES need help, but she doesn't want it. Buffy sympathises and says "I don't want my friends out there alone right now, ok?" hinting at the greatt impending doom that is upon them. Anya gets choked up at Buffy's extended "we're still friends" speech and agrees that they can use her help, saying that Willow's tactical skills are bad, except when she's evil, and that Dawn is good for nothing.

Dawn paces, dreamy-eyed, in the hallway of Sunnydale High. More "foolish love" type of music plays in the background as Dawn gets up the courage to approach "the Boy", who is standing nearby talking to other jacket-letter wearing football members and cheerleaders. "Hey RJ..." Dawn interrupts awkwardly and attempts to make small talk by mentioning teachers they both have. The other girls and boys look at Dawn awkwardly as she continues to try to fit in and as RJ, the boy of her affection, only casually adresses her. The football peeps talk about having to replace an injured cheerleader at tryouts the next day, then also talk about the upcoming game with RJ, now established as the team's quarterback, leading the way. "The Quaterback is the most important member of the team. He is like the rudder that guides the ship!" Dawn blurts out and the others look at her in amazed annoyance. They head off, leaving Dawn calling after them "we'll talk later!"

In a dark attic, Dawn sifts through boxes, looking for... something. She finds what she was looking for and smiles.

Cheerleader tryouts the next day and a girl just finishes her cheer as a line of tryout-ers stands ready. Dawn stands at the end in... Buffy's old cheerleading outfit, looking out of place next to the other girls who are dressed in simple workout clothes. RJ watches from the bleachers as Dawn is called up next and she tentatively approaches before the head cheerleader and jury and awkwardly starts her cheer (she's REALLY bad, gang): "Razorbacks, Razorbacks, we're gonna play, we've got a secret weapon and his name is RJ! So hear us cheer, hear us yell, listen what we say, Razorbacks, Razorbacks, Goooooo... RJ!" She lands sprawled out on the floor in a failed cartwheel as the audience and judges mumble and snicker slightly. "OK... next?" the head cheerleader says as Dawn sits, clearly humiliated and embarrassed.

Buffy stands at the bathroom door, trying to coax her out, saying it wasn't that bad, everything is ok. Dawn is sobbing behind the door then whips it open, saying RJ will never notice her now. "From what you said i'm sure he already noticed you..." Buffy tries to help but that was the wrong thing as Dawn slams the door in her face. Buffy continues to try and help as Xander appears, wondering if they're still on for movies and dinner. Buffy says probably not a good idea, but Xander says it's better than being with Spike and wonders if he should order a pizza "don't teens in a snit like pizza?" Dawn WHIPS open the door "It is NOT a snit!" she says, claiming that it's true love, she feels RJ's soul, and that she now blew it. Dawn storms away to her room as Buffy notices her old cheerleading outfit on the floor of the bathroom, ripped to shreds.

Dawn lays on her bed (more teen love lost music plays) as Buffy confronts Dawn about the outfit. Dawn offers to buy her another one but Buffy says it's not the point, she doesn't want another cheerleading outfit. "Now now, let's not be hasty" Xander says from behind her. Buffy sits on Dawn's bed, trying to console her sister yet again, but Dawn is totally lost in RJ. Xander says it's gotta be the jacket, the big letterman jacket that boys in high school wear, he saw it all the time before. Dawn says strongly that it isn't a crush, it's love. Buffy is still supportive but tries to talk her down, saying it's too soon, too fast, etc. "Maybe I don't want advice from the dysfunction queen" Dawn says coldly to Buffy, claiming that Buffy is making fun of her. Dawn tells her to go (a perfect "Get out get out get OUT!" scene but the line wasn't used thank goodness) as Xander backs out slowly.

Next day at school Dawn sees RJ at his locker talking to another one of the football squad, the second string quarterback. Dawn listens in as she hears the second stringer break some bad news to RJ: RJ's not starting the next game. RJ is slightly pissed/bummed, chalking it up to his fumbling all the time, but the reserve quarterback guy says it's just someone else's turn. Reserve quarterback guy walks away from a dissapointed RJ as Dawn walks up and passes RJ with a glance. She storms lightly after reserve quarterback guy and stops him, saying it isn't fair to RJ, he worked too hard for his position. Reserve quarterback guy smiles and says he understands, but it's dog eat dog and that's the way it is. "But nobody's better than RJ." Dawn says as the two stand at the top of some stairs. "Well that's not really up to you now is it, hm?" reserve quarterback guy quips as he smiles and turns to go. Dawn's anger gets the better of her and she suddenly pushes him from behind, sending him falling down the stairs and landing in a pile at the bottom. She looks down at the boy, hints of both shock and satisfaction on her face.

Commercial break: Windex makes it SHINE!

"it all happened so fast. One moment he was walking, and the next he stumbled and fell down the stairs." Dawn sits facing Principal Wood in his office, Buffy stands nearby. Wood asks why reserve quarterback guy would lie and say Dawn pushed him, to which Dawn says maybe he's embarassed at his clumsyness. Wood says it's not the first time reserve quarterback guy's been caught in a lie and he'd have to break the news to the coach about losing the starting quarterback. Dawn says "well, at least you've got RJ to take over" innocently, but this sends a look of concern on Buffy's face. Dawn is sorry that it happens and she rises to leave.

In the hall RJ catches up with Dawn, saying he heard that Wood called her into his office. He says it sucks with the whole inquisition thing. "Yeah, no one expects the Spanish inquistion... god, it's like I have a disease or something." (a monty python reference from Dawn, but the second part of that line lost me). Dawn says they just talked about the accident and RJ says with a wink that it sucks when things like this happen out of nowhere. "Yeah... out of nowhere." Dawn says with understanding back. RJ asks Dawn if they wanna meet up after practice. With a big smile, Dawn says "yes!"

At the Bronze that evening, a group plays (I'm pretty sure it's the Breeders that i've heard mentioned, but don't quote me) as we see the standard mass of people dancing and Buffy, Xander, and Willow sitting at a table. Xander tells the girls that Spike doesnt' seem as nuts as he first was, but wonders if getting a soul back means you'd pick up the wet towels off the floor? "No, but maybe now he's feeling really bad about leaving them there." Willow quips and Buffy says "at leas he's showering." Xander and Buffy then notice RJ dancing out on the floor at the same time and comment that he's the boy that Dawn has the hots for. He's dancing with a quasi-slutty girl, who bumps and grinds with him, really moving it. Xander makes a slightly inappropriate Daddy comment and Buffy comments on her "painted on" shirt and starts to say she's glad to see Dawn isn't here to see her wanna-be boyfriend see the display, but just then quasi-slut girl turns around and, much to the scoobie's shock, it's Dawn! Buffy is shocked as Xander backpeddals on his Daddy comment, practically scratching his eyes out. "right there with ya" willow comments.

Moments later Dawn walks over to a table as Buffy gets her attention: "So you got plans later or you just gonna park down by the docks and wait for the fleet to come in?" Dawn is shocked but Buffy's pissed, grabbing her by the arm and laying it out for her. She doesn't like that she lied about going to the library, that she didn't tell Buffy she was going out on a date, and third: "Anna Nicole Smith thinks you look tacky." Dawn says RJ thinks she looks good. Buffy says she's going to have a word with him about that, but