Episode 2 - Faces

                                 ACT ONE


          INT. WILLOW AND TARA'S ROOM - DAY (DAY 2)

          Willow is on a desk, typing on her laptop. Tara is on
          the bed, reading through a book and taking notes. The
          two are doing some homework.

                                          WILLOW
                         Darn it!

                                          TARA
                              (looking up)
                         What's the matter?

                                          WILLOW
                         Nothing. It's just, I don't think my
                         laptop's working. The program's all
                         screwy.

                                          TARA
                         How's that?

                                          WILLOW
                         Well, I've got to hand in this
                         assignment tommorow, only it has to
                         be five thousand words. So, I
                         thought, five thousand words, easy.
                         right? I can do five thousand words.
                         So, I've been working on this all
                         day and just when I thought I had
                         five thousand words, the word count
                         has me at less than five thousand
                         words, only I'm sure I have five
                         thousand words.

          Tara smiles, gets off the bed and walks over to
          Willow. She stands over her, looking at the computer
          screen. She begins rubbing Willow's shoulders and
          neck.

                                          TARA
                         Poor baby.

                                          WILLOW
                         I just wanna finish this off so I
                         can get back to my Scooby project,
                         you know, cataloging and cross-
                         indexing the Web sites on demons
                         with the stuff Giles and I scanned
                         into the computer last year.

                                          TARA
                         I think Giles and Buffy would really
                         appreciate that.

                                          WILLOW
                         Yeah. It should make scoobying more
                         efficient, plus no more having to
                         rely on musty old books.

                                          TARA
                         Are you nearly finished, I mean,
                         with the Web thing?

                                          WILLOW
                              (enthusiastically)
                         I thought I was, but last night,
                         while I was surfing, I clicked on
                         this one link which opened up this
                         whole pool of information that I
                         didn't even know existed. It was
                         like.. discovering Tutankhamen's
                         hidden tomb, only without, you know,
                         the off-putting curse. 

                                          TARA
                         So, you'll be on the computer again
                         tonight?

                                          WILLOW
                              (a little defensive)
                         No. I mean, I don't have to be. I
                         mean, it's not like I'm a total
                         geek-girl or anything.

          Willow switches off her laptop.

                                          WILLOW
                         See? No withdrawal symptoms. No
                         insatiable cravings. No..

          Willow stops, her eyes bulging.

                                          TARA
                         What?

                                          WILLOW
                              (aghast)
                         Five thousand words.

                                          TARA
                         You forgot to save?

          Willow's head drops down to her arms on the table.
          Tara smiles, leans over and kisses Willow on the back
          of her head. She hugs her consolingly. Willow looks
          back up.

                                          WILLOW
                         I'm such a spaz. 

                                          TARA
                              (affectionately)
                         Yes, but you're my spaz.

          They both smile. Willow sighs and switches her laptop
          back on.

                                          TARA
                         And before, I just meant, if you
                         were getting online, you could
                         maybe.. teach me about the Net, you
                         know, surfing and stuff.

          Tara clasps her arms around Willow and gently leans
          her face next to hers.

                                          TARA
                         I want to know.

          The two share a warm embrace before Tara gets back up
          and wanders towards the bookshelves.

                                          TARA
                         In the meantime, be a good little
                         witch and finish up your homework.

                                          WILLOW
                         Where are you going?

                                          TARA
                         Oh, I thought I'd pick out some
                         witchcraft books to show Buffy, you
                         know, show her the type of harmless
                         little spells we could teach Dawn.

          Tara runs her fingers over the books, reading them off
          as she goes.

                                          TARA
                         No.. No.. Mmm, Witchcraft for
                         Beginners.

          She takes 'Witchcraft for Beginners' and continues
          scanning the titles.

          ANGLE ON: THE BOOKS

          as we pan and follow Tara's finger as she touches each
          book along the line.

                                          TARA
                              (softly to herself)
                         no.. no.. no..

          We see her finger stop briefly on 'History of
          Witchcraft'.

                                          TARA
                              (pointedly)
                         No.

          Her fingers continue to wander over the books until
          she reaches an unfamiliar book. 

          ANGLE : TARA

          with a concerned furrow of the brow. She pulls the
          purple book out. She looks down at the cover.

                                          TARA
                              (reading out the cover)
                         Advanced Transmogrification and
                         Temporal Spells and Incantations. 

                                          WILLOW
                              (turning to look at Tara)
                         What?

                                          TARA
                              (showing the book to
                              Willow)
                         This book. I haven't seen it before.

                                          WILLOW
                         Oh. That's because it's Amy's.

          Willow turns back to her laptop.

                                          WILLOW
                         I found it at my house years ago.
                         She must have left it there when we
                         used to do spells together.

          A subtle raise of the eyebrows from Tara and a little
          look at Amy in her cage.

                                          WILLOW
                              (missing Tara's reaction)
                         I've been holding on to it for her
                         ever since. I figured she'd probably
                         want it back if she ever gets de-
                         ratted, you know, work out that
                         little kink in her spell.

          Tara accepts the explanation and puts the book back.
          The tension gone in her face. She hops back onto the
          bed and starts to lightly browse through the book she
          took from the shelf. 

          

          It is peaceful and quiet in the room. Tara looks
          around the room, taking in the reality of her
          situation, living with the person she loves. She looks
          up at Willow and stares at her for a beat, smiling.

                                          TARA
                         Willow?

                                          WILLOW
                              (turning around in her
                              chair)
                         What?

                                          TARA
                         Are you happy?

                                          WILLOW
                              (smiling)
                         Always.


          INT. ABANDONED WAREHOUSE - DAY

          CLOSE ON : SKEET

                                          SKEET
                              (furious)
                         One bloody thing. One simple bloody
                         thing you had to do and you bollocks
                         it up.

          WIDEN :

          to reveal the angry Skeet wailing away at Teddy (with
          his head bowed). Vincent, a skinny vampire, stands on
          the other side of Skeet. A few other vampires are
          hanging back, against the walls.

                                          SKEET
                         I mean, there I was, trying to make
                         an impression on these wankers and
                         what do you give me?

          He holds up the troll doll in his hand. He angrily
          squeezes it.

                                          SKEET
                         A Bloody troll doll!

          With that, he throws the doll at the wall, hitting one
          of the vamps congregated there. The vamp reacts with a
          slight grunt.

                                          SKEET
                         I mean you're supposed to be my
                         right-hand man, my second
                         lieutanant. By God man, you've got
                         the size for it but..

                                          TEDDY
                         Sorry Boss. I'll leave the dolls
                         here next time.

                                          SKEET
                              (calmer, addressing his
                              gang)
                         I mean, this is the big time fellas.
                         We're finally going to make a name
                         for ourselves. Let's not stuff it
                         up.

                                          VINCENT
                         But why do we have to make a name
                         for ourselves here? On the slayer's
                         home turf.. in a place called Sunny-
                         dale.

                                          SKEET
                         Because Vincent, I'm not waiting in
                         no bloody queue. If we take out the
                         slayer, we'll be famous. Other
                         vampires and demons will quiver at
                         the mere mention of my name. 

          Skeet dramtically spells out his name in the air.

                                          SKEET
                         Sk-e-e-t.

          Teddy and Vincent exchange a look.

                                          VINCENT
                         I have another question.

                                          SKEET
                         Yes, What?

                                          VINCENT
                         Why are you dressed up and acting
                         like Spike?

                                          SKEET
                              (deep sigh)
                         Do I have to go through all this
                         again?

          Silence all around.

                                          SKEET
                         Oh all right. Spike has been the one
                         vampire that the slayer has not been
                         able to kill. I figure that if I
                         come to town, dressed up like her
                         worst bloody nightmare, we'd have
                         her at a disadvantage, see?.
                         Besides, I get to continue the
                         famous legacy of a fellow Brit.

                                          TEDDY
                         But Boss, you're from North Dakota.

                                          SKEET
                              (furious, dropping into
                              his natural American
                              accent)
                         I told you NEVER to mention that
                         again. If I hear any of you..

          Skeet collects himself, calms himself down.

                                          SKEET
                              (back in his British
                              accent)
                         It's all a state of mind. I bloody
                         feel, I bloody act, therefore I
                         bloody well am. Anyway, don't you
                         know? We make the best bleedin'
                         villains.


          INT. THE MAGIC BOX - DAY

          CLOSE ON : GILES

                                          GILES
                              (all charm and smiles)
                         Well, Yes. I've been practising the
                         guitar for years now. The singing is
                         really just a little hobby of mine.

          WIDEN :

          to reveal Giles talking to an attractive middle-aged
          female customer. Anya is behind the counter while
          Buffy, Willow and Tara are sitting at the table.

                                          CUSTOMER
                         Really? I'd love to hear you play
                         sometime.

          Anya notices the interplay between the two and decides
          to be helpful.

                                          ANYA
                              (to the customer)
                         He's quite good you know. They all
                         say he has a sexy voice.

                                          CUSTOMER
                         They?

          Anya points to the three girls sitting at the table.

                                          ANYA
                         Those three. They're always going on
                         about, oh, how wonderful he is, and
                         how he should sing more.

                                          CUSTOMER
                         Always?
                              (to Giles)
                         Are they your daughters?

          Giles is about to answer when..

                                          ANYA
                         Oh No. They just like hanging around
                         him. You know, they worship the
                         ground he walks on, hang off his
                         every word. And yet, he's like a
                         father to all of them.

                                          GILES
                         Anya, I beg you to stop.

                                          ANYA
                         You see the blonde one over there?
                         They're especially close. They have
                         a special room at the back of this
                         shop where they spend hours and
                         hours together, you know, just
                         bonding.

                                          CUSTOMER
                         I, I think I should be going.

                                          ANYA
                         Oh! Don't go. It's so rare that he
                         gets a chance to meet women of his
                         own age.

                                          GILES
                              (to customer)
                         Please don't listen..

                                          CUSTOMER
                              (backing away, false
                              smiles)
                         No. My friend's waiting for me
                         outside.. Shouldn't keep her
                         waiting. And I'm sure your girls
                         don't want me hogging your time.

          The customer leaves the shop. She immediately accosts
          her friend outside and starts pointing at Giles.

                                          GILES
                         Oh Dear Lord.

          CUT TO : BUFFY, WILLOW AND TARA AT THE TABLE

          where they are having their own private conversation.
          Willow and Tara are sitting on either side of Buffy.
          Buffy is leafing through the book Tara has brought.

                                          BUFFY
                              (to Willow)
                         Spells? You wanna teach Dawn to do
                         spells, I mean, for real this time?

                                          WILLOW
                         Oh not.. we don't mean nasty, let's
                         turn that stuck-up skank into a frog
                         spells..

                                          TARA
                         just some basic level spells. Teeny
                         spells like.. a light spell, or..

                                          WILLOW
                         a levitation spell... but nothing
                         heavier than a pencil, I promise.

          Buffy watches amazed at the two witches finishing each
          other's sentences. Constantly turning her head to face
          the person talking.

                                          TARA
                         We know that you're worried about
                         her being safe. If we teach her some
                         of these spells..

                                          WILLOW
                         she could, you know, use them to
                         protect herself, get herself out of
                         trouble..

                                          TARA
                         and you won't have to worry so much
                         about her. She'll be able to look
                         after herself.

                                          WILLOW
                         Plus, I think a hobby would be good
                         for Dawn.

                                          TARA
                         She's been a little quiet lately, a
                         little withdrawn?

                                          WILLOW
                         So, how do you feel about all this?

                                          BUFFY
                         Well, mainly, I feel a neck cramp..
                         but, I hear what you guys are
                         saying. And I know she's interested,
                         I mean, she has dropped enough
                         hints. I'm still not sure though.
                         The idea of Dawn going all Tabatha
                         around the house..

                                          TARA
                         I think she'll be okay. We'll keep a
                         close eye on her, you know, keep a
                         lid on her powers.

                                          WILLOW
                         And we..

                                          BUFFY
                         Okay, Okay. Just stop with the
                         double act. I'm getting dizzy. If
                         you guys want to teach Dawn some
                         spells, go right ahead. I guess
                         it'll be good for her to have
                         something to do besides hanging
                         around an empty house. At least I
                         know she'll be safe with you two
                         when I'm not around. 
                              (to Willow)
                         I just don't want to see any
                         lightning bolts flashing around me,
                         okay?


          EXT. CEMETERY - NIGHT

          ANGLE ON: THE NIGHT SKY AS A LIGHTNING BOLT LIGHTS UP
          THE SKY.

          It is pelting down with rain. We see Buffy, looking
          miserable, patrolling with an umbrella.

                                          BUFFY
                              (grumbling to herself)
                         miserable stinking weather.. neither
                         rain, nor hail, nor sh..

          Buffy stops as she thinks she hears something up ahead
          of her. She cautiously walks up to check, stake at the
          ready.

                                          SKEET (O.S.)
                         I spy with my little eye, something
                         beginning with.. B

          Buffy turns around to face the voice. Skeet is there
          with a gang of vampires, including both Vincent and
          Teddy. They are being drenched with rain.

                                          TEDDY
                              (to Skeet)
                         Buffy?

                                          SKEET
                         Blood.

          Buffy throws down her umbrella. Readies herself.

                                          BUFFY
                         Been expecting you. Step on up and
                         we'll get this over with.

                                          SKEET
                         I have been waiting for this day for
                         a long, long time slayer. You will
                         forgive me if I choose to savour the
                         moment. Let me start by telling you
                         what will happen, after we kill you.
                         We'll take over this bleedin' town
                         and feed on every worthless human
                         left in Sunnydale. We'll make
                         ourselves an army of vampires, real
                         big see, and we'll head out in every
                         direction, taking over every
                         single..

                                          BUFFY
                         Spare me the grand plan, unless, of
                         course, you were planning to kill me
                         by making me stand out here in the
                         rain and hoping I contract
                         pneumonia. Because, seriously,
                         that's the only hope you have of
                         surviving the night.

          Buffy enters serious slayer mode and starts walking up
          to Skeet.

                                          BUFFY
                         Go ahead and savor the moment,
                         because in less than a minute, all
                         of you will become dust. The rain
                         will wash you away and you will seep
                         back into the ground, where you'll
                         spend eternity in -- holy crap, are
                         you trying to be Spike?

          Skeet loses his smile.

                                          SKEET
                         No I'm not.

                                          BUFFY
                              (smirking)
                         Look at you, the blonde hair.. the
                         jacket.

                                          SKEET
                         Enough Slayer, or I shall..

                                          BUFFY
                              (checks her watch)
                         Wait.. Wait.. I have to check the
                         date, I didn't realise Halloween
                         came early this year.

          Skeet is getting agitated.

                                          SKEET
                         I'm not Spike. I'm known as Skeet.

                                          BUFFY
                         Skeet? Sk..
                              (trying hard to hold in a
                              laugh)
                         Skeet, your bleach job is running.

          ANGLE ON : SKEET

          where in fact, we do see the bleach from his wet hair
          starting to run down his face. Skeet is very angry.
          Teddy comes up to Skeet and takes a close look.

                                          TEDDY
                         She's right boss, let me get you a
                         handkerchief.

          Skeet angrily spins around and lays into Teddy.

                                          SKEET
                              (again, into his American
                              accent)
                         Dammit, when we get back, I'm gonna'
                         grab all your stupid troll dolls and
                         set them on fire. Then, I'll..

          Skeet catches himself. Buffy stops smirking, noticing
          the accent.

                                          BUFFY
                         Huh?

          Skeet collects himself and slowly turns around back to
          Buffy.

                                          SKEET
                              (back into British accent)
                         I mean, what the bleedin' hell are
                         you talking about mate?. This here's
                         my bloody natural hair..
                              (gives up, back into
                              American accent)
                         Oh! just kill her.

          Fight starts. The gang of vampires attack Buffy while
          Skeet stands back, watching.

          They are no match for the slayer, who ruthlessly dusts
          two of the vamps in no time.

          One of the vamps knock the stake out of Buffy's hands
          and knocks her to the ground. Buffy improvises and
          grabs the umbrella lying next to her and stakes him
          with the pointy wooden end.

          While Buffy's back is turned, Skeet goes into action.
          He reaches inside his pocket and takes out the glowing
          crystal ball. He throws it at Buffy, hitting her in
          the back. A brief white glow temporarily envelops her.

          Buffy reaches for her back and turns around. Skeet
          runs off into the darkness, as does Vincent and Teddy.

          Buffy looks perplexed for a moment, gingerly touching
          her back, looking for some kind of wound but finding
          none.


          INT. GILES' APARTMENT - NIGHT

          Buffy enters, still looking a little confused,
          stretching out her back a little. She puts the
          umbrella by the door.

                                          WILLOW (O.S.)
                         Buffy, is that you? How was
                         patrolling?

                                          BUFFY
                         Wet and weird. You wouldn't guess
                         what happened?

          Buffy walks up to Willow, who is sitting at a table,
          doing something with her laptop. She has her back to
          Buffy.

          ANGLE : WILLOW

          from Buffy's POV. Willow turns around to look at Buffy
          and we see a vamped out Willow.

                                          WILLOW
                         What?

          ANGLE : BUFFY

          as she stares open-mouthed at what she is seeing.

                                                             BLACKOUT
                               END OF ACT ONE

                                                  CONTINUE TO ACT TWO