06x22 - Grave

Transcriber's Notes:

•I do not own the characters or situations of BTVS and I claim no credit for the content of this episode. I have merely transcribed what appeared on my screen, with help from the closed captions.

•I prefer that you link to this transcript on the Psyche site rather than post it on your site, but you can post it on your site if you really want, as long as you keep my name and email address on it. Please also keep my disclaimers intact. DO NOT POST MY TRANSCRIPT ON YOUR SITE WITHOUT MY NAME ON IT!

• I apologize in advance for my lame transcription of the fight scenes. I don't know the names of different punches and kicks. Use your imagination.


No teaser. Episode opens right where "Two To Go" left off.


Act I


Open on Buffy lying on the floor of the Magic Box. She lifts her head, sits up and stares toward the door.

BUFFY: Giles?

Giles just stands there with a grim expression.

Anya, on the floor in another part of the magic shop, also looks over as she stands up.

ANYA: Giles?

Giles still doesn't respond to either of them.

WILLOW: (O.S.) Uh oh.

Reveal Willow still lying on the floor where Giles's blast of magic threw her.

WILLOW: (sarcastic) Daddy's home. I'm in wicked trouble now.

Willow sits up and wipes her bloody nose with her hand, looks at the blood, wipes again. Her hair is still black and her face still covered with dark veins, although her eyes are normal.

GILES: You have no idea. (Willow sitting up) You have to stop what you're doing.

WILLOW: (fake smile) Uhh, sorry. Can't do that. (Giles walking closer) I'm not finished yet.

Willow starts trying to get up, somewhat shaky.

GILES: Neither am I. Stay down.

Giles gestures at Willow with one hand and she falls back onto the floor, wincing.

ANYA: (softly to Giles) How'd you do that?

Giles ignores Anya, still completely focused on Willow.

WILLOW: (small laugh) That's borrowed power. No way is it gonna be strong enough-

GILES: I'm here to help you.

WILLOW: (rolling eyes) Thanks, but I can kill a couple geeks all by myself. (Giles walking slowly closer) But, hey, if you'd like to watch ... I mean, that's what you Watchers are good at, right? Watching? Butting in on things that don't concern you?

GILES: You concern me, Willow. Stay on this path and you'll wind up dead.

BUFFY: Willow. Listen to him. I don't want to fight you anymore.

WILLOW: I don't want to fight you either. (looking at Giles) I wanna fight him.

Willow starts to get up again, not normally but with magic, rising up to her feet without apparent effort.

GILES: Stay down.

Giles makes his gesture again but Willow makes one of her own and blocks him.


Giles looks a little alarmed. Buffy looks wary, moves over to stand beside Giles.

WILLOW: Remember that little spat we had before you left? (shot of Anya watching nervously) When you were under the delusion that you were still relevant here? (walking closer) You called me a rank, arrogant amateur. Well buckle up, Rupert...

Anya, Buffy, and Giles continue to watch Willow uneasily.

Suddenly a magic light from nowhere begins to light up Willow's body, and her eyes go black again as a humming noise begins to rise in pitch and volume.

WILLOW: (deep resonant voice) 'Cause I've turned pro.

The humming/whirring noise continues as Willow begins a spell.

WILLOW: Asmodea, bring forth--

GILES: (gesturing) Vincire!

Green magic energy shoots from Giles's hand and forms a band around Willow's torso, pinning her arms against her body. It glows with a green light that makes Willow's skin appear green too.

WILLOW: What? No! Get off! (struggling) Solvo, libero...

Giles continues holding out his hand toward her. Suddenly Willow throws back her head and closes her eyes, apparently unconscious. Her body floats up into the air and hovers about a foot off the ground. The band of magic holding her changes to a more contained blue-grey color.

Anya and Buffy watch warily. Buffy moves closer to Giles. Willow continues to float in midair.

BUFFY: What did you do?

GILES: Contained her and her powers within a binding field. It puts her in a kind of ... stasis for the time-

Giles looks at Buffy for the first time, pauses. Buffy continues staring at Willow.

GILES: You cut your hair.

Buffy looks at him, gets teary and hugs him.

Anya watches them hugging. She walks up behind them and fidgets for a moment.

ANYA: I'm blonde.

Giles and Buffy look at her, still with their arms around each other.

ANYA: I, I colored my hair. (pauses) Again. I'm blonde.

GILES: Yes, I noticed.

Giles holds out one arm and Anya joins the hug.

After a moment Giles disengages from Anya and Buffy, looks at Willow again. He walks over to Willow who is still floating in the air, unconscious, with her head hanging back.

GILES: I'm very sorry about Tara.

Giles looks sad, stands there for a moment, starts to walk away.

WILLOW: This...

Giles pauses, looks at her in surprise. Willow opens her eyes a little and cranes her neck toward him.

WILLOW: ...won't hold me ... forever.

Giles looks a bit alarmed. Buffy and Anya look grim.

Cut to later. Buffy and Giles are in the workout room at the back of the magic shop. Buffy stands by the pommel horse while Giles is picking nervously at the practice dummy in a corner.

GILES: I came as soon as I heard.

BUFFY: The Council?

GILES: The Council haven't a clue. About much of anything, really. (walking toward Buffy, leaning on the horse) No, there's an ... an extremely powerful coven in Devon. They sensed the rise of a dangerous magical force here in Sunnydale. A dark force, fueled by grief.

BUFFY: Willow.

GILES: I'd so hoped it wasn't her. (pauses) And then a seer in the coven told me about Tara. That's when the coven ... imbued me with their powers.

BUFFY: And sent you here to bring Willow down.

GILES: (looks at her) Buffy, what's happened here?

BUFFY: (pacing) God. I don't even know where to start.

GILES: Well, Willow's clearly been abusing the magicks.

BUFFY: (nods) She has. She was ... and I barely even noticed. Giles, everything's just been so... (sighs) Xander left Anya at the altar, and Anya's a vengeance demon again... (Giles looking shocked) Dawn's a total klepto ... money's been so tight that I've been slinging burgers at the Doublemeat Palace ... (looks down at the floor) And I've been sleeping with Spike.

Buffy pauses, looks up at Giles, looks as if she can't believe she just said that.

Giles stares at her. She looks away again, embarrassed.

Suddenly Giles starts laughing. He covers his mouth with his hand but can't stop. Buffy stares at him, pouty.

GILES: (trying to calm down) Sorry.

He bursts out laughing again. Buffy rolls her eyes, now just looks amused. Giles keeps laughing and slowly Buffy starts to laugh too.

They both stand there laughing.

Cut to the main Magic Box room. Anya is cleaning up some of the debris on the floor. She puts a bunch of stuff into a small basket and carries it toward the counter, past the still floating Willow.

Willow's eyes open slightly and she watches Anya walk across the room. Her voice echoes between them although her mouth doesn't move.

WILLOW: (telepathically) Anya...

Anya turns around, looks at Willow nervously.

ANYA: Willow.

WILLOW: (telepathically) I need you, Anya. I need you to do something for me.

Anya twists her hands together nervously, gathers her nerve and moves a little closer to Willow.

ANYA: I know what you're trying to do. And I hate to burst your bubble, but that mind control mojo doesn't work on vengeance demons, so why don't you just-

WILLOW: (telepathically) Stop talking and listen.

ANYA: (nods) Okay.

WILLOW: (telepathically)You need to free me.

ANYA: (uncertain) No.

Anya turns and starts walking toward the back.

WILLOW: (telepathically) You don't want to call out to them. (Anya stops) You want to take away this binding spell.

ANYA: (turns back toward Willow) I don't know how.

WILLOW: (telepathically) I do. Do you want me to tell you?

Anya hesitates, looking anxious.

Cut back to the workout room. Buffy and Giles are still laughing helplessly. Buffy is leaning over the pommel horse.

GILES: (laughing) Duct tape?

BUFFY: (laughing) On their mouths. So the demon could eat them...

GILES: Because they were figments.

More laughing.

BUFFY: All of it! You, Sunnydale ... And I was just some nutcase in L.A.

GILES: (still laughing) Of course. Why didn't we see it before?

Slowly they stop laughing, and look much calmer than before. Buffy holds her stomach.

GILES Can you forgive me?

BUFFY: For what?

GILES: I should never have left.

BUFFY: No. You were right to leave. We're just ... stupid.

GILES: I know you're all stupid. (Buffy smiling) I should never have abandoned you.

BUFFY: No. Giles, you were right about everything. It is time I was an adult.

GILES: Sometimes the most adult thing you can do is ... ask for help when you need it.

BUFFY: Now you tell me.

They smile. Giles chuckles a little.

BUFFY: (quietly) I guess ... I wasn't ready before. It took a long time for that feeling to go away ... the feeling that I wasn't really here. It was like ... when I clawed my way out of that grave, I left something behind. Part of me. I just... (pauses, looks Giles in the eye) I don't understand ... why I'm back.

GILES: You have a calling.

BUFFY: But it was my time, Giles. Someone would have taken my place. (Giles grimacing) So why?

Giles looks away, pensive, not answering.

BUFFY: Right. (sighs) What's gonna happen to Willow?

Giles looks at her, straightens up.

GILES: Well, the coven is working on a ... way to extract her powers without ... killing her. And, uh, should she survive, you ought to know, Buffy, that there's no guarantee she'll ... be as she was. (Buffy looking concerned) Willow has killed a human being. How will she be able to live with herself?

WILLOW: (O.S.) I wouldn't worry about that.

Giles and Buffy turn toward the doorway.

We see Anya hovering in the doorway, apparently unconscious.

Giles and Buffy stare in alarm.

Willow moves out from behind Anya. Her eyes are black again.

WILLOW: Willow doesn't live here anymore.

Willow lets go of Anya and she falls to the floor.

Zoom in on Buffy looking alarmed.



Act II


Open on the same scene. Willow stands in the doorway over Anya's unconscious body.

Buffy looks at Giles, then starts forward to attack Willow. Willow lifts her hand and sends a bolt of magic at Buffy, who flies back, crashes against the wall opposite, and falls to the ground.

Giles watches this with alarm, then starts toward Willow himself.

GILES: Vincire!

Giles holds out a hand toward Willow, sending another binding spell toward her, but she waves her hand at it.

WILLOW: Solutum.

The binding field dissolves. Giles lowers his hand. Willow takes a few steps into the room.

WILLOW: (small smile) Fool me once...

On the wall behind Willow we see a variety of knives and throwing-weapons hanging in a case. They suddenly lift off the wall and hover in the air.

GILES: Willow...

WILLOW: (shaking a finger) Shame on you.

The knives begin to fly toward Giles. He looks to his left and yells something.

The practice dummy flies over in front of Giles, and all the knives slam into it.

Willow makes an angry face and waves her hand. The dummy falls aside. Giles looks determined, makes a ball of magic in his hand and throws it at Willow.

GILES: Excudo!

Willow flies backward into the brick wall and through it into the main Magic Box room behind. She slams into a pillar that supports the upper loft, and falls to the floor in a shower of bricks, debris, etc.

Cut to: exterior residential street, night. Dawn and Xander walk along, with Jonathan and Andrew behind them.

DAWN: Where are we going?

XANDER: I have no idea.

DAWN: What?

XANDER: I don't know, okay? I can't even run away well. And that's something I'm usually good at.

DAWN: Maybe we should we go back and help.

XANDER: Yeah, 'cause I've been such a big help already. Standing around like a monkey while Buffy gets shot. Tara's dead ... and Willow ... losing...

DAWN: (annoyed) Well, feeling sorry for yourself isn't helping either, Xander, okay?

Beat. Dawn has a calculating expression.

DAWN: You know, if Spike were here, he'd go back and fight.

XANDER: Sure, if he wasn't too busy trying to rape your sister.

Dawn stops walking and stares.

DAWN: What?!

Xander pauses, then continues walking, shaking his head.

XANDER: Forget it.

DAWN: (following) I don't believe you.


DAWN: (uncertain) He wouldn't do that.

XANDER: Is this blind spot like a genetic trait with the Summers women? The only useful thing Spike ever did was finally leave town.

Cut to the cave in Africa. Weird screaming and screeching noises, sounds of punching.

Something goes flying across the dark cave, hits the ground and rolls into a convenient patch of light. It's a bald demon head with big pointy ears.

Pan up to reveal Spike who strolls in holding another demon head in one hand. He's bare-chested and bruised in many places.

SPIKE: Well, that was a bloody doddle and piece o'piss.

He staggers and goes to his knees wearily, but maintains his sarcastic tone.

SPIKE: Got any more ruddy tests for me, you ponce? I'll take anything you can throw at me, if it'll get me what I need to take care of the Slayer. Give her what's coming to her. (sniffs angrily) So you just bring it on. Bring on the whole-

He pauses, looks confused. Weird skittering noises.

SPIKE: Bloody hell.

We see Spike from the waist up as lots and lots of large black insects, maybe beetles, start crawling up his body. They swarm up his chest and neck and onto his face as he squeezes his eyes shut and grunts in distaste.

Cut to: magic shop, main room. The pillar is lying on the floor and furniture, sparking occasionally with electricity. Pan slowly across the wreckage of the shop, which has taken quite a beating from all the fighting.

Pan down to reveal a large wooden piece of furniture (bookcase?) lying on its side. Next to it is a pile of books, some of which are on fire.

A pair of feet walk up next to the books. Pan up to reveal Willow. Still wearing all black (though her clothes are now dirty), still with the veiny face and the black hair. Her eyes are normal. There's a cut across her cheek. She smiles.

WILLOW: That all you got, Jeeves?

Reveal Giles standing in the doorway to the workout room. He looks very tired and bruised. His clothes are dirty also.

WILLOW: 'Cause, I could stand to go another ten rounds. Whereas ... you can barely stand.

GILES: (wearily) Your powers ... may be undeniably greater. But I can still hurt you if I have to.

WILLOW: Boy, you just don't get it, do you? Nothing can hurt me now.

She lifts a hand to indicate her bloody face.


She waves her hand in front of her face and the cut heals.

WILLOW: ...is nothing. It's all ... nothing.

GILES: I see. If you lose someone you love ... the other people in your life who care about you...

Buffy appears in the doorway behind Giles, watching.

GILES: ...become meaningless. I wonder what Tara would say about that.

WILLOW: (grimly) You can ask her yourself.

Willow lifts her hand and sends a bolt of magic toward Giles. Buffy rushes forward, pushes Giles forward and out from under the loft. And just in time, as the latest magical blast destroys the loft's stability and the whole thing comes tumbling down.

Buffy and Giles land in a heap on the floor, books and rubble raining down on them.

Buffy lifts herself up on her elbows to look at Willow.

WILLOW: You're always saving everyone. It's kinda pesky.

Willow looks down at the burning stuff next to her. She bends down and picks up a ball of flame in her hand. Buffy stares.

WILLOW: You probably even think you're buying escape time for Jonathan and the other one. Well, I got a little secret for ya. (Buffy looking upset) I can kill them from anywhere I want. (looking at the ball of flame) With this.

Willow waves her other hand over the ball of flame and it begins to grow.

WILLOW: It'll find them. It'll bury them. (Giles lifting his head painfully) Along with anyone helping those Dead Men Walking.

Buffy gets painfully to her feet, staring at the ball of flame.

BUFFY: Don't.

WILLOW: (mockingly) Unless ... somebody, somehow ... can get there in time to save them. (pause) Huh. Oh, well.

She throws the ball up into the air. It bursts through the ceiling, leaving a large hole.

WILLOW: Fly, my pretty, fly.

The ball of fire disappears through the hole. We can see stars above.

WILLOW: (to Buffy, smiling) See what I did there?

Buffy looks down at the injured Giles.


Buffy runs past Willow and toward the door.

WILLOW: Good luck.

Willow turns her attention back to Giles.

WILLOW: Thought she'd never leave. (walking toward him) Now I finally have you all to myself.

Cut to the street. Buffy runs out onto the sidewalk, looks up and sees the fireball flying away several dozen feet off the ground. She runs after it.

Cut back to the magic shop. Willow paces back and forth.

WILLOW: You're such a hypocrite. Waltzing in here with your borrowed magicks. So you can tell me what? Magic's bad? Behave? Be a good girl? (chuckles) Well, I ... I don't think you're in any position to be telling me what to do.

Willow looks up. Pan up to reveal Giles pinned against the ceiling, groaning in pain.

WILLOW: Do you?

Willow gestures with one finger and Giles falls to the floor. He lands hard, on his stomach, and stays there making pained faces. He still has blood all over his face.

WILLOW: (scornful) I used to think you had all the answers. That I had so much to learn from you.

GILES: Willow...

She gestures again. Giles flies up to the ceiling again, groaning as he slams into it.

WILLOW: (looking up at him) You were jealous. Still are. Just couldn't bear that I was the one with power. That's why you ran away.

GILES: Incurso!

Green magic flies from Giles's mouth and hits Willow.

WILLOW: That's why you-

She stumbles backward from the magic blow, and Giles falls to the floor again.

WILLOW: (panting) That ... was rude! Now I forgot what I was saying.

GILES: (painfully) Perhaps you're not as strong ... as you think you are.

Willow glares at Giles as he struggles to get up.

GILES: You're expending way too much of your mystical energy to maintain your powers. At this rate you're going to ... burn out. And up.

WILLOW: (annoyed) Blah blah blah.

GILES: (on his knees) Willow, you ... you need to stop.

WILLOW: What I need...

Suddenly she moves forward with magic speed and is next to Giles, grabbing him.

WILLOW: ...is a little pick-me-up.

She puts her hand on Giles's chest and it glows with orange-red energy. Giles gasps in pain. Close shot on Willow's hand as she drains energy out of Giles.

Suddenly she lets him go and staggers backward. Giles falls over on his back.

WILLOW: Whoa. Head rush.

She stumbles against the counter and slides down it to sit on the floor, her image blurring. She gasps and pants with pleasure.

WILLOW: Wow. Whoa. Who's your supplier? This is ... wow.

Shot of Giles lying there barely conscious.

WILLOW: It's incredible. (panting) I mean, I am so juiced ... Giles, it's like ... no ... mortal person has ... ever had ... this much power. Ever. It's like I, I'm connected to everything ... I can feel ... it feels like ... I ... I can feel...

She pauses and her smile begins to fade.

WILLOW: ...everyone. Oh. Oh my God. All the emotion. All the pain. No, it, it's too much. It's just too much.

GILES: (weakly) Willow ... It doesn't have to be ... like that. You ... you can stop it.

Willow is bent over now with her hands on the floor as if in pain.

WILLOW: (panting) Yeah. I, I can. I have to stop this. (getting up) I'll make it go away.

GILES: Willow...

WILLOW: Oh, you poor bastards!

Magic begins to swirl around Willow and she lifts into the air. Lightning flashes around her body.

WILLOW: Your suffering has to end.

A cloud of magic like a tornado gathers around her and she disappears.

GILES: No...





Open on a close shot of a wall or door, and a foot kicking it.

XANDER: (O.S.) Ow. (kicks again) Ow.

Cut to wider shot. We're in a cemetery and Xander is kicking the door of a crypt, repeating "ow" with each kick. A few yards away Dawn stands watching.

Pan past Dawn to discover Jonathan and Andrew at another crypt, using their swords in an attempt to pry the door open.

JONATHAN: Ow! Son of a bitch!

ANDREW: Buttwipe!

JONATHAN: I wasn't talking to you.

ANDREW: Oh. Reflex.

XANDER: (still kicking) Man, they've really tightened security up here lately. One too many squatters from the Hellmouth.

Andrew and Jonathan walk toward Xander.

ANDREW: (sarcastic) Hide out in the cemetery. What a fantastic idea.

XANDER: Yeah, I'm working on a whole "shut the hell up" pitch you might like too.

DAWN: (noticing something above and behind them) Xander?

XANDER: (to Andrew) I've had just about as much as I can stand baby-sitting a couple of social retards who don't appreciate-

DAWN: Xander!


DAWN: What is that?

Xander moves closer to her and looks up where she's looking. The Nerds look too.

We see Willow's fireball flying toward them.

BUFFY: (O.S.) Get out of there!

In the distance we see Buffy running toward the others, leaping over headstones and such.

BUFFY: Move!

She leaps forward and grabs both Jonathan and Andrew, pulling them to the ground. The fireball hits the ground between them and all five are thrown to the ground.

Xander hits his head on a tombstone. Dawn falls down but immediately starts trying to crawl toward Buffy. The earth shakes and Dawn staggers.

BUFFY: Dawn! Dawn, hold on.

Buffy gets up and tries to reach Dawn but suddenly a huge hole opens up in the ground, right underneath Dawn. Dawn screams as she falls into the hole. Buffy, trying to grab Dawn, also falls. They land on a dirt floor some twenty or thirty feet below. Dirt from the hole rains down on them.

Buffy looks up, just in time to see one of the Geeks' swords falling at her. She rolls out of the way just in time. The sword lands with its point in the ground. Dawn stares fearfully.

Buffy stands up. The second sword falls next to the first.

Dawn continues looking frightened. Buffy brushes dirt off herself and looks around.

They're in some sort of cave with uneven rock/dirt walls. Sections of coffins protrude from the walls in various places. They both look up at the hole above them. It doesn't look easily climbable.

Cut to above. Andrew and Jonathan get up and walk to the edge of the hole, stare into it. It's dark and we can't really see Dawn and Buffy at the bottom.

The Nerds look over at Xander, lying unconscious next to the headstone that he hit.

Jonathan turns to Andrew.

JONATHAN: Mexico, huh?

Andrew looks at him.

They turn and run off.

Cut to the Magic Box. The door to the workout room opens and Anya comes out. As she walks through the opening, the door falls off its hinges. Anya jumps and gasps, startled.

She walks slowly into the main room, looking around at the destruction. Suddenly she spots Giles.

ANYA: Giles.

She runs over and kneels next to Giles, who is lying on the floor with his eyes closed, unmoving. Anya shakes him slightly.

ANYA: Giles!

His eyes pop open, staring at the ceiling. Anya looks relieved.

GILES: Anya.

ANYA: (upset) I'm so sorry. Willow forced me to free her with her brain. Are you okay?

GILES: I can see...

ANYA: (uncertain) Oh. It's a ... miracle.

GILES: Willow ... I can see her. She took the magic I had and ... now ... I know where she is. I can feel what ... Oh, God.

ANYA: Giles ... you have to rest.

GILES: Silly girl. I'm dying.

ANYA: (alarmed) No you're not.

GILES: It was ... It was the only way. I thought we ... there'd be a chance ... now ... I know where Willow is. She's going to finish it.

ANYA: Finish what?

GILES: The world.

Anya stares at him.

Cut to: shot of the sun rising through clouds.

Cut to: shot of the hole in the ground in the cemetery, the morning sunshine lighting it.

Cut to: close shot of hands clutching the tree roots that line the edges of the hole.

We see Buffy standing on a coffin, attempting to climb up the side of the hole. Dawn stands below, watching anxiously.

The roots in Buffy's hands give way and she falls back onto the top of the coffin with a yell.

DAWN: Buffy!

Buffy quickly scrambles off the coffin and brushes herself off, staring up at the hole.

DAWN: Are you okay?

BUFFY: We have to get out of here. (yells) Xander!

DAWN: I think I saw him hit his head.

BUFFY: (yells) Xander!

No response. Far above, the girls can see sunny blue sky and palm trees.

Buffy goes over to a wall and starts tugging on a wooden coffin that's sticking out of the wall.

DAWN: This looks a little like Spike's place. You know, under his crypt.

Buffy ignores this, continues tugging frantically.

DAWN: What are you doing?

BUFFY: If we can pull these out, we can use the coffins for height. (tugging) Maybe get out of here!

Buffy looks around, picks up one of the swords and tries to use it to pry the coffin loose.

DAWN: Maybe one of the tunnels Spike uses is around here. Uh, we could use it to get to his place.

BUFFY: (digging) That's the last place on Earth we need to be.

DAWN: (annoyed) Oh, but it was good enough for you to take me there after what he did to you.

Buffy finally turns to look at her.

BUFFY: What he...

DAWN: Tried to do. Whatever.

BUFFY: (realizing, annoyed) Xander.

DAWN: So it's true?

BUFFY: Dawn, you may not have noticed, we're in really big trouble here. This isn't-

DAWN: Why did you not tell me?

BUFFY: Because you didn't need to know.

DAWN: Yes, I do. I need to know! I'm not a kid anymore.

BUFFY: (angry) Dawn, I'm trying to protect you.

DAWN: (angry) Well, you can't! Look around, Buffy. We're trapped in here! Willow's killing and people I love keep dying! And you cannot protect me from that.

Beat. Buffy looks sad as she realizes Dawn is right.

BUFFY: (whispers) Dawn...

XANDER: (O.S.) Hello?

Buffy and Dawn look up.

BUFFY: (calls) Xander?

We see Xander kneeling by the edge of the pit, looking down.

XANDER: Buffy, you okay? Where's Dawn?

Shot of the pit from Xander's POV. Dawn moves next to Buffy so he can see her.

DAWN: Here.

BUFFY: Are Jonathan and Andrew up there with you?

Xander looks around.

XANDER: No, they musta skedaddled when I was out. Weasels. Whoa!

The edge of the pit, where Xander's hands were leaning, gives way. The earth and grass fall into the hole as Xander just barely manages to avoid falling in.

BUFFY: Xander, you've gotta find some kind of rope or something and get us out of here.

XANDER: (looking around) Right. Okay, I'll, uh, I'll take a look around.

BUFFY: And hurry up before-

Suddenly Anya appears in front of Buffy, in a shimmer of magic.

ANYA: (looking around) Holy frijole!

BUFFY: Anya! What are you doing here? Where's Giles?

DAWN: Giles?

ANYA: He's still at the magic shop.

DAWN: Giles is back? (Buffy rolling her eyes) You didn't tell me that.

BUFFY: (to Anya) Did he stop Willow?

ANYA: No. And things just got a whole lot worse.

Shot of Xander looking down. He can hear the conversation.

BUFFY: How worse?

ANYA: End of the world worse. Willow's going to destroy it.

DAWN: (amazed) She can do that?

ANYA: She can and she will when she gets to where she's going.

BUFFY: Where's she going?

ANYA: Big old Satanic temple. Kingman's Bluff?

Dawn and Buffy frown.

BUFFY: There's ... no temple on Kingman's Bluff.

Cut to a wide stretch of ground (Kingman's Bluff). Aerial shot of the bluff. A huge steeple begins rising out of the ground, pushing through the earth and rising up at an angle. We see Willow standing a few yards away, holding out her hands toward it. Her eyes are black again.

The steeple continues to rise. Various stone carvings (gargoyles, etc.) decorate its surface. There's a large carving of a snake-haired woman with her mouth open and a long snakelike tongue sticking out, another snake wrapped around her body.

At the very top of the steeple there's a pentacle (five-pointed star with one point down) topped by a trident (three-pronged fork).

Willow continues to hold out her arms as her magic lifts the steeple out of the ground. It protrudes from the earth at a slightly crooked angle.

BUFFY: (O.S.) Proserpexa?

Cut back to the pit.

BUFFY: Who's she?

ANYA: Uh, way up there in the hierarchy of she-demons. Her followers intended to use her effigy to destroy the world. They all died when the temple got swallowed up in the big earthquake of '32.

BUFFY: So now seventy years later, Willow's going to make their dreams come true.

ANYA: She's going to drain the planet's life force, and funnel its energy through Proserpexa's effigy and, and burn the Earth to a cinder. (Dawn looking at Buffy in alarm)

BUFFY: Not if I can help it.

ANYA: You can't.

Buffy and Dawn stare at Anya.

ANYA Something else Giles said. No magic or supernatural force can stop her.

BUFFY: What does that mean?

ANYA: Don't know. He, he said, "the Slayer can't stop her," and then he said a bunch of other stuff. (anxiously) He really wasn't too clear.

BUFFY: Anya, what are you-

ANYA: (nervous) I ... I should get back to him. He's alone.

BUFFY: (worried) Is he okay?

Anya fidgets nervously as Buffy and Dawn watch, anxious.

ANYA: Don't think he ... has a lot of time left. (Dawn gasping) I'm sorry.

Anya disappears, leaving Buffy and Dawn both looking solemn and worried. After a moment Buffy looks upward and yells harshly.

BUFFY: Xander! Where is that rope?!

DAWN: Buffy...

BUFFY: Xander! (quieter) Where is he?

DAWN: (upset) You heard what Anya said ... you hear what Giles said.

BUFFY: I heard. (upset) And I don't care, I have to try...

Buffy bends over and begins trying to move one of the coffins.

Cut to the bluff. Willow stands opposite the temple. The carving of the woman is at ground level and life-size, facing Willow.

WILLOW: From the pit of forgotten shadows...

Cut back to the pit as Buffy and Dawn shove at a coffin.

Willow's and Buffy's lines overlap:

BUFFY: I'm not just gonna sit here while Willow incinerates what I'm chosen to protect.

WILLOW: Awaken, sister of the dark, awaken-

Cut back to the bluff. Willow pauses, looks to her right as if she can hear Buffy.

BUFFY: I have to stop her.

WILLOW: Always the Slayer...

Cut back to the pit. Buffy pauses, hearing Willow's words. She straightens up, looking surprised.

WILLOW: (O.S.) Right to the last.

BUFFY: (uncertain) Willow?

Fade from Buffy to Willow, who has turned away from the temple to face the direction of the cemetery.

WILLOW: And it is the last, you know? For all your fighting ... thinking you're saving the world...

Cut back to the pit. Buffy listens in amazement.

DAWN: Buffy?

Buffy puts up a hand to silence Dawn.

WILLOW: And in the end ... I'm the only one that can save it.

BUFFY: By killing us?

WILLOW: It's the only way to stop the pain.

Cut to the Magic Box. Giles is still lying on the floor with Anya kneeling by him. Giles frowns slightly, as he can hear the conversation too.

WILLOW: (O.S.) I can't take it anymore. But I know you, Buffy.

Cut alternately between the bluff and the pit for the next few lines.

WILLOW: You're a warrior. You won't go out without a fight. I don't really have time for one. But you should go out fighting.

BUFFY: Willow, what are you-

WILLOW: It was me that took you out of the Earth. Well, now...

Buffy listens with alarm.

WILLOW: ...the Earth wants you back.

The ground around Buffy and Dawn begins to rumble. Suddenly the walls themselves start to turn into monsters, earth-creatures made up of dirt and rock and vines, which detach themselves from the walls and move toward Buffy and Dawn.

Close on the monsters' hands with a pair of large blades/claws on each hand.

Buffy and Dawn look around, very scared.



Act IV


The cave. Buffy is fighting two earth-monsters at once, swinging the sword and kicking them.

Another monster detaches from the cave walls. Dawn watches fearfully.

DAWN: Buffy!

Buffy swings the sword and one monster's claw-hand is sliced off, falls to the ground. Buffy turns around, kicks the third monster in the head. It slumps against the cave wall.

Buffy stands next to Dawn, looking around. More monsters are detaching from the walls.

BUFFY: They just keep coming. I can't take them all.

Close on another monster's claw-hand coming out of the wall. Buffy turns to Dawn.

BUFFY: Dawn. Will you help me?

Dawn looks nervous, but determined.

Buffy puts the sword into Dawn's hand.

DAWN: I got your back.

Buffy turns, picks up the other sword from the ground. Kicks one of the monsters back.

Dawn sets her jaw and rushes forward into the fray.

Cut to the bluff. Willow stands with her arms by her sides chanting.

WILLOW: Proserpexa ... let the cleansing fires from the depths burn away the suffering souls and bring sweet death.

Lightning crackles between Willow and the statue of Proserpexa. Close on Willow with her black eyes and hair, black veins on her face, lightning sizzling around her.

The ground begins to shake and the wind gets even stronger. Bolts of green magic shoot from Willow's body toward the statue.

Cut to the magic shop. Anya kneels next to Giles as the ground shakes here too. A light fixture falls from the ceiling and Anya ducks.

Cut to the cave. Buffy and Dawn also feel the rumbling, as it makes them stagger backward. Buffy looks up nervous.

BUFFY: Willow...

Cut to the magic shop. The rumbling/shaking stops. Anya looks up, looks around nervously, then looks at Giles. His eyes are closed and he doesn't move.

ANYA: Giles? Giles! Don't die. (tearfully) Not yet, there-there are things I wanna tell you.

She pauses for a moment, as if collecting her thoughts.

ANYA: Thanks a lot for coming. It was good of you to teleport all this way.

Another tremor hits and Anya ducks again, hiding her face against Giles's chest until it subsides.

ANYA: Though in retrospect, it probably would have been better if you hadn't come and given Willow all that magic that made her like ten times more powerful. (sadly) That would have been a plus.

Cut back to the bluff. Green magic continues flowing from Willow toward the statue. Wind swirls around them, filled with dirt and debris, etc. Also, the ever-present lightning. The statue glows bright yellow-white.

Suddenly the stream of magic is interrupted and the glowing subsides, as Xander appears in front of the statue.

Willow looks surprised.

XANDER: Hey, black-eyed girl. Whatcha doin'?

WILLOW: Get out of here.

XANDER: Ah, no. You're not the only one with powers, you know. You may be a hopped-up uber-witch, but ... this carpenter can dry-wall you into the next century.

WILLOW: I'm not joking, Xander. Get out of my way. Now.

Willow sends a bolt of magic at Xander. It lifts him off his feet and throws him to the ground at the base of the statue.

Cut to: close-up on Giles's face, still bloody, still lying on the magic shop floor. His eyes pop open.

GILES: (whispers) There...

Pan up to reveal Anya looking at him in surprise. She has one hand under his head.

ANYA: What?

GILES: (whispers) It's not over.

Giles gives a small smile, moves his hand to touch Anya's hand by his head.

Cut to the cave. Buffy takes a hit from a monster. Dawn is fighting another, swinging her sword with great concentration. The monster hits Dawn's hand, making her drop the sword, and then slashes her upper arm with its claws. Dawn grabs her arm with her other hand, takes a hit to the face and goes down with a shriek.

Buffy ducks underneath a monster's arm and swings her sword at another. It goes down.

BUFFY: Dawn! I'm coming!

Dawn looks up with a determined expression as her monster prepares to attack her again. Buffy is still being kept away by another monster, looks toward Dawn with alarm.

Dawn ducks as the monster grabs for her, and does a somersault-roll past it, landing by her sword. She grabs the sword, gets up, and stabs the monster in the chest.

Buffy watches with amazement.

Dawn swings the sword again, slicing off the monster's head. It falls down dead.

Buffy stares.

DAWN: (holding up the sword, tiny smile) What? You think I never watched you?

Buffy still looks amazed. There's a very brief moment of quiet. Then more monsters start to appear. Buffy and Dawn back up, and end up back-to-back facing the monsters, each holding her sword. They begin to fight.

Cut to the bluff. Close on the statue. Lightning continues to flash around it.

Wide shot of Willow with the lightning going. The green magic begins flowing from her again, toward the statue. Earth rumbling, winds swirling, etc.

Xander sits up at the base of the temple, holding his ribs. He staggers to his feet and blocks the flow of magic again. The magic stops flowing. Willow glares at him.

WILLOW: You can't stop this.

XANDER: Yeah, I get that. It's just, where else am I gonna go? You've been my best friend my whole life. World gonna end ... where else would I want to be?

WILLOW: (scornfully) Is this the master plan? You're going to stop me by telling me you love me?

XANDER: Well, I was going to walk you off a cliff and hand you an anvil, but ... it seemed kinda cartoony.

WILLOW: Still making jokes.

XANDER: I'm not joking. I know you're in pain. I can't imagine the pain you're in. And I know you're about to do something apocalyptically (glancing back at the statue) evil and stupid, and hey. (spreading out his arms) I still want to hang. You're Willow.

WILLOW: (angry) Don't call me that.

XANDER: First day of kindergarten. You cried because you broke the yellow crayon, and you were too afraid to tell anyone. You've come pretty far, ending the world, not a terrific notion. But the thing is? Yeah. I love you. I loved crayon-breaky Willow and I love ... scary veiny Willow. So if I'm going out, it's here. If you wanna kill the world? Well, then start with me. I've earned that.

WILLOW: (upset) You think I won't?

XANDER: It doesn't matter. I'll still love you.

WILLOW: (angry) Shut up.

Willow gestures with her hand. No magic bolts of light, but Xander's head jerks to the side as if he's been hit. Three parallel cuts appear on his cheek, bloody as if scratched. He puts his hand up to them, looks at his fingers.

Willow watches, panting and looking a bit nervous. Xander looks back up at her.

XANDER: I love you.

Willow makes another slashing gesture. Xander doubles over and falls to his knees. Panting, he gets up again, and we see that his shirt is ripped open over the heart, more scratches visible on his chest. He pants and grimaces from the pain but faces Willow again.

XANDER: (panting) I ... love y-

WILLOW: Shut up!

Now she does throw a blast of magic at him, and he staggers backward but doesn't fall down. Willow still holds her hand out, a little bit of magic crackling around it but not as much as she had expected. She looks surprised and anxious. Xander moves slowly toward her.

XANDER: I love you, Willow.


She sends another magic blast, but it's weak and barely hurts Xander at all. He continues walking toward her. Willow continues holding out her hand and making the magic gesture, but nothing happens. She starts to get teary.

XANDER: I love you.


Willow starts to cry and, as Xander gets right up to her, she starts hitting him with her fists. Xander just stands there and takes it. After a moment she stops hitting and starts to cry for real. She falls to her knees and Xander kneels with her, puts his arms around her and holds her while she sobs.

XANDER: I love you.

As Willow continues to cry in Xander's arms, the veins fade away from her face and her hair returns to its usual red.

Cut to the cave. The earth monsters suddenly stop moving and crumble into dirt that falls to the floor.

DAWN: What happened?

Buffy looks around, looks up toward the hole. The cave lightens as the sun begins to shine again.

Cut back to the bluff. Xander still holding Willow as she cries.

Cut to the magic shop. Anya sits on the stairs with her head in her hands. In foreground, Giles suddenly appears in the frame, pushing himself up onto his elbows. Anya looks up in surprise.

ANYA: Giles!

She gets up and rushes back over to him, kneels beside him.

ANYA: You're not dead!


Anya gives a little cry of happiness and hugs Giles hard. He winces, makes a pained face.

GILES: However, I am still in some pain.

ANYA: Oh... (lets him go) Well ... why aren't you dead? (frowns) Why aren't I dead?

GILES: Uh, the threat's gone. Willow's been stopped.

Giles tries to sit up and Anya helps him.

ANYA: Oh. You mean she's-

GILES: No, she's alive. It, uh ... the magic she took from me, it-it did what I hoped it would do.

ANYA: Oh. (getting it) You dosed her.


ANYA: You knew she'd going to take your powers all along.

GILES: The gift I was given by the coven was the true essence of magic. Willow's magic came from a ... place of rage and power.

ANYA: And vengeance. Don't forget vengeance.

GILES: Oh. How could I? In any case, the magic she took from me tapped into ... the spark of humanity she had left. Helped her to feel again. Gave Xander the opportunity to ... reach her.

ANYA: Xander?

GILES: Yes. It was he who got to her in time. (smiling) He saved us all.

Anya gazes at Giles, absorbing this, slowly starting to smile.

Cut to the cave. Buffy walks forward slowly, looking around. Dawn follows.

DAWN: I ... I think it's over, Buffy. (Buffy sitting down on a coffin) The world's still here.

Dawn gives a deep sigh of relief, then looks over at Buffy again.

Buffy bursts into tears, not looking at Dawn.

Dawn scowls.

DAWN: (sarcastic) Sorry to disappoint y-

She pauses, looks at Buffy again. Buffy continues sobbing.

DAWN: Wait, is ... is that happy crying?

BUFFY: (sniffles) Yes, dummy. (looks at Dawn) You think I wanted the world to end?

DAWN: I don't know. (uncertainly) Didn't you?

Buffy stops crying, looks at Dawn in dismay.

BUFFY: Dawn ... I'm so sorry.

Buffy gets up and hugs Dawn, begins crying again.

BUFFY: (crying) I'm sorry.

Dawn hugs Buffy, rubs her back.

DAWN: It's okay, Buffy. It's okay.

BUFFY: No. It hasn't been. It hasn't been okay.

Buffy pulls back to look Dawn in the face.

BUFFY: But it's gonna be, though. I see it.

DAWN: See what?


Dawn looks touched.

BUFFY: Things have really sucked lately, but it's all gonna change. And I wanna be there when it does. (starting to cry again) I want to see my friends happy again. And I want to see you grow up. The woman you're gonna become. Because she's gonna be beautiful.

Now Dawn gets a little teary as well.

BUFFY: And she's going to be powerful.

Buffy turns around, back toward the coffin.

BUFFY: I got it so wrong. I don't want to protect you from the world. I want to show it to you.

She turns back to Dawn again.

BUFFY: There's so much that I want to show you.

They hug again, smiling. Cue slow music: "The Prayer of St. Francis" by Sarah McLachlan.

Lord make me an instrument of your peace

Cut to a close shot of the grassy edge of the pit. A hand appears, then another, and Buffy hauls herself up onto the grass, reaches back to pull Dawn up behind her.

Where there is hatred, let me sow love;

Where there is injury, pardon...

Buffy and Dawn climb fully out of the pit and kneel on the ground panting. Dawn looks over at Buffy. Buffy looks around at the world, smiling.

Where there is doubt, faith...

Fade to the bluff. Xander still holding the crying Willow.

Where there is despair, hope

Where there is darkness, light

And where there is sadness, joy...

Fade to the Magic Box. Anya helps Giles up and puts his arm around her shoulders to support him. They duck under the fallen pillar and walk toward the front door.

O divine master grant that I may...

Cut to the front grille of a truck.

...not so much seek to be consoled as to console...

Pan up to reveal the truck driver holding the wheel, glancing over at the passenger seat. He grins nastily.

...to be understood as to understand...

Pan across to reveal Jonathan and Andrew, looking nervously at the truck driver, and then trying to squeeze even farther away from him than they already are, pressing against the door.

...to be loved as to love...

Fade to the cemetery. Buffy walks forward, looking toward the rising sun, looking pleased.

For it is in giving that we receive

Dawn walks forward to stand beside Buffy.

Fade to another part of the cemetery. Dawn and Buffy walk along, with their arms around each other. There's greenery and flowers and blooming trees all around.

And it's in pardoning that we are pardoned

And it's in dying that we are born...

Fade to the cave in Africa.

...to eternal life...

Pan across the darkness to reveal Spike lying on his back on the ground, motionless.


The music fades and stops. A shadow moves across Spike's face

DEMON VOICE: You have endured the required trials.

SPIKE: Bloody right I have.

Slowly, painfully, Spike rolls onto his side and pushes himself up onto his knees. His face is swollen and bruised, more bruising and injuries on his chest and arms.

SPIKE: So you'll give me what I want. Make me what I was. So Buffy can get what she deserves.

Close on the demon's glowing green eyes.

DEMON: Very well.

Spike watches the demon nervously.

DEMON: We will return...

The demon's hand reaches out toward Spike's chest.

DEMON: ...your soul.

The hand touches his chest and it glows fiery yellow-orange. Spike's eyes glow the same color. He throws back his head and screams.


Executive Producers: Joss Whedon and Marti Noxon.