Episode 17 - Timeless

                               ACT TWO


          EXT. WILLOW AND TARA'S DORM - DAY.

          to establish. That would be a frozen exterior, with
          students frozen mid-walk.

          ANGLE ON : A GROUP OF STUDENTS TALKING

          on the lawn outside.. frozen. Completely silent.

          ANGLE ON : A GROUP OF GUYS

          playing a knockabout game of soccer.. frozen and
          silent.


          INT. WILLOW AND TARA'S DORM/HALLWAY - DAY.

          ANGLE ON : TWO STUDENTS TALKING

          at the doorway to the bathroom. One of them is in the
          middle of brushing her teeth and the other has her
          mouth open mid-speech. Again, they are frozen and
          completely silent.

          We TRACK away from the two and start to move down the
          hallway, passing various frozen students as we do so.
          Gradually, as we move along, we begin to hear the only
          audible sound in the entire place.. the muffled sound
          of someone talking.

          We continue to TRACK down the hallway until we reach a
          closed door where we can now hear someone talking
          inside.

                                          WILLOW (O.S.)
                         Desino-situm!

          We magically DOLLY IN through the door and enter..


          INT. WILLOW AND TARA'S ROOM - DAY

          where we see Willow frantically looking through a
          spellbook. We see that Willow has also moved the orb
          to a table by the window. The orb glows an intense
          bright white.

                                          WILLOW
                              (to the orb)
                         Clausulae!

          Willow looks over towards the bed.

          REVERSE ANGLE : THE SMALL CLOCK

          its second hand still frozen.

          Willow flips through a few more pages. Finding
          nothing, she closes the book and paces around the room
          for a beat, trying to think. She turns to the orb
          again.

                                          WILLOW
                         Let the spell be ended.

          Willow turns to look at the clock. Still frozen.

                                          WILLOW
                         Abracadabra?

          Nothing happens. Willow takes a beat to think things
          through, trying to figure out what to do next.
          Suddenly, she senses something odd happening behind
          her. She turns to look.

          REVERSE ANGLE : THE ORB

          as it begins to become unstable, fading in and out. It
          suddenly glows an intense bright white.

          ANGLE : WILLOW

          looking with concern.. starting to approach the orb.

          ANGLE ON : THE ORB

          as it suddenly explodes, the glass shattering.

          ANGLE : WILLOW

          as she instinctively turns away from the Orb, throwing
          her hands up to protect her face. We hear the sound of
          the explosion is suddenly cut short. We wait for the
          shards of glass to arrive but they don't. Willow
          slowly lowers her hands to look.

          REVERSE ANGLE : THE ORB

          shattered, the shards of glass flying out from its
          initial position but frozen in mid-air.

                                          WILLOW
                         That can't be good.

          Willow approaches the frozen pieces of glass and
          gently picks one out from mid-air. She takes a long
          look at it, astonished.. and then a little fearful.

          We suddenly hear a loud, low groaning noise from all
          around. A strange, scary sound like the sound of a
          dying, giant beast. Willow spins around the room,
          trying to locate the source. We hear the groan for a
          beat and then.. suddenly dissapears.

          ANGLE : THE SHATTERED ORB

          as time unfreezes and with a loud explosive pop, the
          shards go flying through the air.

          Willow, hearing this, drops to the floor as the shards
          fly past her head and into the wall behind her.

          She gets up to her feet and takes a look around the
          room. She sees the clock now ticking away and Miss
          Kitty pawing at something in the air. She also hears
          sounds coming from outside the window.

          She walks over to look outside her window. Everything
          normal. Students walking, laughing, playing with a
          frisbee.. as if nothing has happened.

          ANGLE : WILLOW

          turning back towards the room, looking confused.

                                          WILLOW
                         What the heck's going on?


          INT. THE MAGIC BOX - DAY

          ANGLE : XANDER

          sitting at a table, surrounded by Buffy, Anya and
          Dawn. Giles stands to the side.

                                          XANDER
                         I'll tell you what's going on.
                         They're moving up the ritual. Get
                         your tickets now kids cause
                         Vampapalooza's coming early this
                         year.

                                          ANYA
                              (nervously)
                         They're moving it up? That hardly
                         seems fair.

                                          BUFFY
                         Giles?

                                          GILES
                         I don't believe they are.

                                          XANDER
                              (to Giles)
                         You know, the day you agree with me
                         on anything is the day I'll put on my
                         monkey suit and throw bananas at
                         passing strangers.

                                          ANYA
                              (interested, to Xander)
                         You have a monkey suit? Is it here?

                                          XANDER
                         Focus An.
                              (to Giles)
                         Harm said that they were digging up
                         this guy from the walls? I mean, what
                         else could that mean?

                                          GILES
                         The books clearly state that the
                         ritual can only be performed a
                         hundred years to the day the
                         containment spell was first cast.
                         Only on that day will the spell be
                         weak enough to be destroyed by the
                         power of the Amulet of Magas. Only
                         then can the General release his
                         army. That should give us a few weeks
                         yet.

                                          XANDER
                              (sarcastic)
                         Well then, we all should just sit
                         back and relax cause, you know,
                         you've always been right.

                                          GILES
                              (quietly indignant)
                         Well, I have.

                                          BUFFY
                         I'm gonna go with Giles on this.

                                          ANYA
                         Watcher's pet. 

                                          BUFFY
                         I mean, he knows all about this..
                         um.. Watchery stuff. It's his job..
                              (looking to Giles)
                         and his big Gilesy brain has never
                         let us down.

                                          GILES
                              (smiling proudly)
                         Thank you Buffy.

                                          BUFFY
                              (back to Xander and Anya)
                         And plus.. he can spell 'apocalypse'
                         without batting an eyelid. And.. and
                         he's British.. always a plus. I mean,
                         this is like his life. He spends all
                         his time with his nose in the books.
                         When have you seen him doing anything
                         else with his life?

          ANGLE : GILES

          smile dissapearing.

                                          BUFFY
                         It's like he's chained to these
                         books. Day after day, night after
                         night. I swear if..

                                          GILES
                              (please stop)
                         Yes, thank you Buffy.

                                          BUFFY
                         Just saying.. you're dedicated.

                                          GILES
                              (puffing himself up)
                         Well, I do think there's more to my
                         life than just books and being a
                         Watcher.

                                          ANYA
                         Yes. I'm almost certain he has secret
                         sex when we're not looking.
                              (a beat, off looks)
                         What? Don't tell me you haven't
                         pictured it.

          A beat as the group begin to go into a new, exciting
          visual place.

                                          GILES
                              (noticing)
                         Let's move on.

                                          DAWN
                         So, if this isn't the ritual, what is
                         it? 

                                          GILES
                         Well, the Amulet of Magas does
                         already have its power, not enough to
                         raise an entire army of soldiers
                         maybe but..

                                          BUFFY
                              (realising)
                         .. enough to raise one.

                                          XANDER
                         So, it's like a little test drive.

                                          BUFFY
                         Sure sounds like somebody couldn't
                         wait to open their presents.

                                          ANYA
                         Oh, you know, boys and their toys.
                         Xander can go practically all day,
                         locking himself in his room and
                         playing with his gadgets. It isn't
                         healthy.

                                          XANDER
                              (smirks nervously)
                         You all know by 'gadgets' she means..

                                          BUFFY
                         Gadgets.

                                          XANDER
                              (pointing to Buffy)
                         Right.

                                          GILES
                         Getting this conversation back to
                         matters of slightly more import, the
                         General may not be able to raise his
                         army just yet but it's quite obvious
                         that, if things progress as they are,
                         he will be ready when the time comes.
                         We simply cannot allow this to
                         happen.

                                          DAWN
                              (peppy enthusiasm)
                         So.. we won't. We'll totally band
                         together and.. and.. kick some vampy
                         ass.
                              (off looks)
                         What? I'm fifteen. I can say ass.
                         See? Said it again.

                                          GILES
                         Well I certainly hope it's as easy as
                         you make it sound. Make no mistake
                         about this. The General and his band
                         of vampires are a vicious but highly
                         organised group who will stop at
                         nothing to reach their objective. And
                         now, with God knows what he has
                         released into this world.. well, we
                         just better be prepared for anything.

          A few concerned looks shared among the Scoobs at the
          Magic Box.


          INT. UNIVERSITY OF SUNNYDALE CAFETERIA - DAY

          Packed with students.. walking, talking, eating,
          general merriment. We TRACK two guys as they carry
          their trays towards a table. We let them walk off-
          screen to the right to reveal Willow sitting by
          herself at a table, an untouched plate of food sitting
          in front of her. She looks a little sad, a little
          contemplative.. lost in her thoughts and oblivious to
          all the people around her.

          CLOSE ON : WILLOW'S FACE

          as we enter her world, her thoughts. We drown out all
          the sounds around her.. nothing but silence. Her face
          is a mixture of melancholy, helplessness and self-
          loathing. We hold on this shot for a beat, losing
          sight of the outside world.

          Willow looks up. Her expression changes dramatically.
          A look of bewilderment and disbelief. She looks all
          around. We PAN out to reveal the entire cafeteria
          frozen in time. A room packed with frozen, silent
          bodies.. except for Willow in the middle, spinning
          around slowly to take it all in.

          ANGLE : WILLOW

                                          WILLOW
                         Not again.


          INT. UNIVERSITY OF SUNNYDALE - HALLWAY

          as we see Willow walking down it. Dead silence as
          everyone and everything is frozen. She looks at a guy
          hunched over at a water fountain. Droplets of water
          suspended in mid-air. He comes up to another student
          and waves her hands across her face, trying to get her
          attention. No response.

          Willow continues to wander, looking into classrooms,
          searching in vain for anything that isn't frozen. But
          everywhere she looks, time has seemingly stopped.
          Willow sighs and looks up at something.

          REVERSE ANGLE : A CLOCK ON A WALL

          An analog clock frozen in time. No ticking.

          MATCH CUT : A CLOCK

          with the same time, also not moving.

          We WIDEN to reveal we are looking at a bell-tower
          clock and are now at..


          EXT. SUNNYDALE STREET - DAY

          We PAN down from the clock to the street where we
          again see Willow wandering by herself, silently making
          her way through a frozen town. People frozen mid-
          stroll, cars stopped in the middle of the road..
          everything entirely still and quiet. 

          We see Willow walking around with a stack of books in
          her hands, the top one open for her to read. She has
          her nose deep into the book, occasionally looking up
          to observe the world around her. She stops.

                                          WILLOW
                              (reading)
                         By the forces of Hespin, I command
                         this spell to be ended.

          She looks up.. the world still frozen.

                                          WILLOW
                         Please?

          Willow waits a beat to see if that made a difference.
          Nothing. She shakes her head and starts walking again,
          head back into her book. She starts to urgently flip
          through the pages.

                                          WILLOW
                         There has to be something.

          Willow turns and starts to cross the road, still
          flipping through the top book. As she tries to switch
          books mid-walk, she drops the bundle of books onto the
          road.

          Willow sighs and gets down to her knees and begins to
          pick the books up.

          ANGLE ON : THE BOOKS

          as Willow starts to bundle them back together, we see
          a beetle standing still on the road, next to one of
          the books.

          ANGLE : WILLOW

          as she suddenly notices something about the beetle.
          She takes a closer look.

          REVERSE ANGLE : THE BEETLE

          as it doesn't do anything for a beat. Then.. it moves.
          It takes one single step and freezes again.

          ANGLE : WILLOW

          stunned. She stands back up and takes a look around.

          REVERSE ANGLE : A COUPLE ON THE SIDEWALK

          as they take a step and then freeze again. After a
          short beat, they take another step and freeze. Like
          someone advancing a tape frame by frame.

          Suddenly, we hear a loud, low groaning noise from all
          around. Willow again spins around to try to locate the
          sound. She sees the world around her slowly coming
          back to life, everyone and everything picking up speed
          and approaching normal time.

          As Willow watches time unfreezing, we hear the
          groaning noise dissapear to be suddenly replaced by
          the sound of a loud horn. Willow spins around to see..

          REVERSE ANGLE : A CAR

          speeding towards her, squealing as the brakes are
          applied. The car screeches to a halt just short of
          Willow.

                                          GUY IN CAR
                              (head out the window,
                              yelling)
                         What the hell are you doing? 

          Willow stands there frozen for a beat as the world
          moves around her. She then quickly gathers up her
          books and scurries away off the road.

                                          GUY IN CAR
                              (as he drives off)
                         Where did you come from anyway?

          ANGLE : WILLOW

          on the sidewalk, trying to take this all in.


          EXT. THE MAGIC BOX - DAY

          where we see the closed front door and a sign clearly
          displayed stating 'CLOSED'. People walk by in front of
          the store.


          INT. THE MAGIC BOX - DAY

          where we see Anya at the closed front door, glumly
          looking out.

                                          ANYA
                              (still looking out)
                         Just look at all those potential
                         customers. Not coming in. Not parting
                         with their money. Not partaking in
                         the practise of free enterprise that
                         has made this country what it is.

          ANGLE : BUFFY, DAWN AND XANDER

          at the research table.. looking up briefly at Anya,
          exchanging looks, then back down to their research.

                                          ANYA
                         Just imagine. All those people.. all
                         that money could be mine but for one
                         tiny, ugly word.. Closed.

          ANGLE : GILES

          in the corner of the shop, perusing a book by the
          shelves. He glances over briefly at Anya.

                                          ANYA
                              (morose)
                         Closed.. like our cash register..
                         Blinky. Shall we never hear his sweet
                         chime ever again? Closed.. like the
                         doors to my happiness, forever shut.

          ANGLE : GILES

          rolling his eyes, unimpressed.

                                          ANYA
                         Closed.. like the never-ending..

          Giles clears his throat pointedly. Anya turns to look.

                                          GILES
                         In such times, one must think of our
                         higher priorities. We are on a
                         mission to avert the destruction of
                         Sunnydale, and quite possibly, the
                         world as we know it.

                                          ANYA
                         Keep throwing that in my face, why
                         don't you?

          A sulking Anya trudges slowly back towards the
          research table. She sits herself back down at the
          table and grudgingly opens a book.

                                          ANYA
                              (to Giles)
                         Every single time there's a little
                         trouble in town, it's always the same
                         response. Close the shop! Vampires
                         are attacking the high school.. close
                         the shop! A crazy God is on the
                         loose.. close the shop! A water main
                         has burst.. close the shop!

                                          BUFFY
                         I'm sure if a water-main burst, Giles
                         wouldn't..

                                          ANYA
                              (to Giles)
                         You know, there's no reason we can't
                         do both. I mean, even superheroes
                         need an income.
                              (pointedly to Xander)
                         Right Xander?

          Xander flubs for a bit, before offering..

                                          XANDER
                         Sure. All the cool evil fighty do-
                         gooders have a cunning day job that
                         masks their secret identity. Like
                         Superman.. he was a gung-ho reporter
                         for the Daily Planet.

                                          DAWN
                         Oh! And playboy millionaire. Always
                         cool.

                                          XANDER
                         There you go!
                              (to Giles)
                         You're like the Watcher! By night, a
                         fearless vanquisher of all evil..
                         overseer to the slayer. And by day,
                         you're like.. um..

                                          ANYA
                              (proudly)
                         ..in retail. 

          ANGLE : GILES

          looking very unimpressed.

          ANGLE : BUFFY AND DAWN

          letting that title sink in for a second.. similarly
          underwhelmed.

                                          GILES
                         Well then, let us all abandon our
                         quest to save the world and open up a
                         chain of stores that sell nothing but
                         used greeting-cards.

          Giles leaves. Anya looks at Giles for a beat, then to
          the remaining Scoobs, then back up to Giles.

                                          ANYA
                              (getting up and following
                              Giles)
                         Really?

          Anya departs. Dawn, Buffy and Xander resume
          researching. After a beat, Buffy looks up to Xander.

                                          BUFFY
                         So, sewer patrol. All it was cracked
                         up to be?

                                          XANDER
                         Well, it's a sewer. So, you know,
                         right there, we drop five points off
                         the Xander scale of fun.

                                          BUFFY
                         But hey! Bonus points for the unique
                         insight into the sub-terrainian
                         antics of Sunnydale's rarely seen and
                         often misunderstood sewer-dwelling
                         animal life.

                                          XANDER
                         In other words, rats.

                                          BUFFY
                         Well, they're just hamsters with an
                         alternative view on hygiene.

                                          XANDER
                         I thought I saw Hugo down there
                         though, you know, whiskering away
                         with his new ratty chums. 

                                          BUFFY
                         Everything was okay between you and
                         Harm? No fangy business?

                                          XANDER
                         It was a little.. I don't know.
                              (off Buffy's look)
                         It was fine.

                                          BUFFY
                         What?

                                          XANDER
                         It's just.. I don't know if we're not
                         using Harm a little here.

                                          BUFFY
                         Xander.. we're talking about Harmony.
                         You know.. mortal enemy, evil, a
                         danger to society?

                                          XANDER
                         Yeah, but.. it's just like, here and
                         there, I still kinda get a glimpse of
                         the old Harm in there.

                                          BUFFY
                         Again.. mortal enemy, evil, danger to
                         society. Just, you know, without the
                         fangs.

                                          XANDER
                         I'm actually kinda serious here. I
                         mean, what happens after all this?
                         When this is all over? Do we just let
                         her go?

                                          BUFFY
                              (thinks for a beat)
                         I don't know. I guess she's helping
                         us and all, but.. you know, she's a
                         vampire. She could still hurt others.

          Xander regards Buffy.. nodding thoughtfully. We hear a
          door-bell ring. Xander and Buffy turn to look..

          ANGLE : WILLOW

          just entering the shop, still carrying her books.

                                          BUFFY
                         Will! What's up?

          Willow stands there nervously, not saying anything.
          Everyone is now looking at Willow. Giles advances
          slowly.

                                          GILES
                         Willow?

                                          WILLOW
                         Something happened.

                                          BUFFY
                              (standing up)
                         Good happened? Or our usual bad
                         Hellmouth variety?

                                          WILLOW
                         I'm not sure.

          Willow suddenly dissapears before their eyes. A few
          shocked reactions. Buffy spins to look around the
          room.. then spots Willow by the training room door,
          all the way across the room.

                                          WILLOW
                         But I'm thinking the latter.

          ANGLE : BUFFY

          looking concerned.


          EXT. GILES' APARTMENT - NIGHT

          to establish.


          INT. GILES' APARTMENT/LIVING ROOM - NIGHT

          as we TRACK a pair of hands carrying some books. The
          hands plops the books down on the kitchen counter, in
          front of Anya who sits there.

                                          ANYA
                         Great. More books.
                              (off Giles' look;
                              placating)
                         Different books.

          Giles ignores this and heads over to the living room,
          where he distributes books out to the various Scoobs.

                                          GILES
                         Take a look in some of these. There
                         might be something in there on time
                         displacement.

          We see Willow, Xander, Dawn and Buffy sitting on
          couches in front of a table in Giles' living room.
          They start to sift through some of the books. Some
          cups are laid out on the table in a cluster.

                                          BUFFY
                              (to Willow)
                         So let me get this straight. Time
                         just like.. stops?

                                          WILLOW
                         One big frozen popsicle of a world.

                                          BUFFY
                         And this only happens to you? I mean,
                         everyone freezes and you're still
                         walking, wriggly Willow?

                                          WILLOW
                         Yup.

                                          ANYA
                              (under her breath)
                         Figures.

                                          BUFFY
                         Well, the important thing is that
                         you're here.. and you're okay..

          Willow dissapears.

                                          BUFFY
                         .. and currently invisble. 

                                          XANDER
                         Where'd she go?

                                          WILLOW (O.S.)
                         I'm right here.

          Xander turns to see Willow suddenly standing next to
          him, now wearing a different oufit. Xander yelps in a
          high-pitched voice, startled. Then.. remembering
          something from earlier in the day, he lets out a
          lower, more manly yelp.

                                          WILLOW
                         Sorry.

                                          XANDER
                         Hey, if you're gonna pop out, could
                         you at least pop back in the same
                         place? A little time-hopping
                         etiquette?

                                          WILLOW
                         I'll try to remember.

                                          DAWN
                         Is that what you were wearing before?

                                          WILLOW
                         Well, you guys froze, so I just kinda
                         popped back to the dorm to get my
                         sweater, you know, since it was
                         getting kinda chilly and all.

          ANGLE : ANYA

          at the counter, head popping up.

                                          ANYA
                              (suddenly interested)
                         Oh, could you go get mine too?
                              (off looks)
                         What? It's not like she's going to
                         lose any time over it.. and I'm cold
                         too. Really, I don't know why
                         everyone's so worked up about this. I
                         always say, when something weird and
                         anomalous happens to you, make full
                         use of it. 
                              (peppy)
                         Turn a negative into a positive. Turn
                         that frown upside down. 
                              (a beat to savour her happy
                              philosophy, then takes a
                              look at everyone staring at
                              her)
                         You people are just going to ignore
                         me and move on with your previous
                         conversation aren't you?

                                          BUFFY
                         That's the plan.

                                          ANYA
                         Carry on.

          Anya looks back down at her book.

                                          BUFFY
                              (to Willow)
                         Where were we?

                                          WILLOW
                         Um.. sweaters?

                                          BUFFY
                         Right. Wait, you had time to go all
                         the way back to the dorm? Do you go
                         all freezy for that long?

                                          WILLOW
                         It can be. It's kinda random. It can
                         last thirty minutes, or just be over
                         in a second.

                                          XANDER
                         So, what's it like? To be in the land
                         of the static?

          Willow looks away and ruminates on this for a beat.

                                          WILLOW
                         Well, it's kinda weird..

          She looks back at Xander and realises that time has
          frozen again. Everyone striking a still pose in front
          of Willow.

                                          WILLOW
                         ..but you kinda get used to it.

          Willow sighs and leans back on her chair and waits for
          time to unfreeze. Getting bored, she hops out of her
          chair and starts to wander around the apartment a
          little. 

          She heads over to a bureau and idly sifts through a
          few magazines. Finding nothing interesting, her hand
          drops down to a closed drawer. She thinks about
          opening it and rifling through the contents for a beat
          before taking a look at Giles and deciding against it.

          She wanders back towards the living room where all the
          Scoobs are striking a frozen pose. She sits back down
          in her chair, looking a tad bored. She looks up to see
          Xander opposite her, a table between them. Willow gets
          up and leans closer to Xander, watching him.

          REVERSE ANGLE : XANDER

          in a kind of a goofy frozen pose, one eyebrow higher
          than the other.

          Willow slowly waves her hand across his eyes to check
          for any response. Nothing. She then carefully uses her
          finger to gently lower one of his eyebrows so that it
          is level with the other. She leans back away to check
          out her work, like a painter admiring her latest
          creation.

                                          WILLOW
                         Better.

          She backs up without looking and kicks her heels into
          the couch, causing her to overbalance. In trying to
          steady herself, she accidentally kicks the table,
          sending one of the cups flying, its contents spilling
          onto the table and onto Xander's trousers.

          Willow panics for a beat. She rushes over to the
          kitchen, grabs a cloth and runs back. She uses the
          cloth to quickly wipe up the spilled liquid on the
          table. She suddenly hears a low groaning noise. Willow
          looks up in dread.

                                          WILLOW
                         Oh God. Not now!

          Willow quickly finishes wiping the table. She takes a
          look at the patch on Xander's trousers, makes a motion
          to wipe it, then thinks better of it. She starts to
          head over to the kitchen but notices time starting to
          unfreeze as the groaning sound dissapears. She quickly
          throws the wet cloth over towards the kitchen.

          ANGLE : THE KITCHEN

          as the wet ball of cloth flies into it and lands in
          the sink.. 2 points!

          Willow sits back down and does some last minute
          tidying of the table in front of her. We see the
          Scoobs starting to move frame by frame as time
          unfreezes.

          Satisfied, Willow leans back into her chair and waits.
          She then realises she's in the wrong chair and quickly
          hops one couch over.. just as time unfreezes
          completely and normal time is restored. Willow looks
          cool and collected, as if nothing has happened.

                                          XANDER
                         Well?

                                          WILLOW
                         Huh?

                                          XANDER
                         What does it feel like to be frozen?
                         I guess it would be pretty uneventful
                         huh?

                                          WILLOW
                         Oh, you'd be surprised.

          Giles comes over and picks up his cup.. the now empty
          cup. Willow watches nervously out of the corner of her
          eyes.

          Giles, while perusing through a book, lifts the cup to
          his lips. He starts to take a sip, then notices his
          cup is empty. He stares into the cup, a little
          confused. He shoots a quick glance over to Willow who
          looks the picture of innocence. He heads over to the
          kitchen to refill his cup. Willow watches
          surreptitiously.

          ANGLE : XANDER

          who suddenly noticies the wet patch on his trousers.
          Mortified, he quickly places a book over it, shooting
          nervous glances at everyone around him. Seeing no one
          watching, he carefully lifts the book and takes
          another peek.

                                          ANYA (O.S.)
                              (loudly)
                         Oh.. That's the most disgusting thing
                         I've ever seen!

          Xander slams the book down again.. and winces.

                                          XANDER
                              (nervously)
                         Wait. It's not what you think.

          ANGLE : ANYA

          at the kitchen counter, an open book in front of her.

                                          ANYA
                              (confused)
                         What?

                                          XANDER
                              (confused)
                         What?

                                          ANYA
                              (lifting her book and
                              showing Xander an open page
                              with a picture of a
                              paricularly nasty looking
                              demon)
                         This Ragopa demon. I'm hoping he's
                         not the reason Willow's stuck. 
                              (takes a second look at the
                              picture)
                         Not someone I'd like to bump into in
                         some dark, secluded alley.. or for
                         that matter, some bright, well-
                         populated field.

                                          GILES
                              (looking over at the book
                              from the kitchen.. cup in
                              hand)
                         Do you think he's the culprit?

                                          ANYA
                         I don't know. It says here that they
                         have some limited time distorting
                         powers.
                              (to Willow)
                         Is this our demon?

                                          WILLOW
                              (not really looking)
                         No.

                                          ANYA
                              (noticing Willow's lack of
                              interest)
                         Well, maybe you should take a second
                         look, because I'm not coming back to
                         this book afterwards. It's bad enough
                         I have to go through these the first
                         time..

                                          WILLOW
                              (a little testy)
                         It's not him, okay.

          Giles looks at Willow suspiciously and starts to head
          over towards her.

                                          GILES
                         It would help if you could tell us
                         more about how you've come to find
                         yourself in this predicament. Help
                         narrow down our search parameters.

                                          BUFFY
                         Did you see or hear anything
                         suspicious? You know.. any swirly
                         lights.. sudden ominous music?

          Willow doesn't answer.

                                          XANDER
                         Why are we even asking? Of course,
                         it's an evil demon. It's always an
                         evil demon and its evil demony ways.
                         Right Will?

          Willow looks down to the ground for a beat, then looks
          at Buffy and Xander, then up to Giles who is watching
          her with interest.

                                          WILLOW
                         It was me.

          A silent beat as the news sinks in.

                                          BUFFY
                         You.. did this?

                                          WILLOW
                         I was just trying to help. I mean, it
                         seemed like such a little spell. You
                         know? Freeze the General and his
                         cronies.. easy slayage.

                                          XANDER
                         How could you even.. I mean, aren't
                         you like, neutered.. magic-wise?

                                          WILLOW
                              (nervous laugh)
                         Funny thing. You know how we all
                         thought the Orb of Takanis was
                         destroyed when Hugo's trash palace
                         caved in..

                                          BUFFY
                         You didn't.

                                          WILLOW
                         It was there. It was just.. there.
                         So, I took it. I took it, and I used
                         it.

          A silence descends upon the room. Anya watches
          proceedings nervously, sensing the change in mood.

                                          WILLOW
                              (trying to make light of
                              the situation)
                         You guys still love me right?

          Giles walks up towards Willow, standing above her.

                                          GILES
                              (in a calm, detached voice)
                         It really is the worst thing you
                         could have done.

          Willow looks very hurt by this. Another uncomfortable,
          silent beat. Anya can't stand the tension any longer.

                                          ANYA
                              (hopping up from her stool)
                         Well, let's not overstate the case
                         here. I'm sure this isn't the worst
                         thing she could have done. She didn't
                         end the world.. or turn everyone into
                         rabbits. Let's all be grateful for
                         that.

                                          GILES
                              (ignoring Anya, continuing
                              to stare down at Willow)
                         How are we supposed to trust you?

                                          WILLOW
                         Trust?

                                          GILES
                         You knew your powers were chaotic and
                         haphazard. Yet, you married it to
                         such a powerful force. You don't know
                         what you could have done.

                                          WILLOW
                         I'm sorry. I just thought..

                                          GILES
                         No, Willow. You weren't. You weren't
                         thinking. That's the problem. You
                         have power.. more than you know.
                         But with the power comes a
                         responsibility. Something I once
                         thought you possessed.

                                          ANYA
                         Maybe we should order some take-away?
                         I'm sure everyone's starving by now.

                                          WILLOW
                              (to Giles)
                         I just thought I could help.

                                          GILES
                         And what a fine job you've done so
                         far.

                                          WILLOW
                         Giles, please.

          Giles turns and walks away from her, departing into
          another room. Willow watches helplessly. She slumps
          back into her chair, disconsolate. Buffy comes over to
          sit next to her.

                                          BUFFY
                         Look, Will. I know it must seem like
                         you're all alone right now.. with
                         Tara gone. But you're not. We're all
                         here for you.

                                          XANDER
                         Yeah Will. The important thing right
                         now is to get you unstuck.

          Willow nods solemnly, still reeling. A pall hangs over
          the room.

                                          ANYA
                         So.. Dinner, anyone?


          INT. GENERAL'S MANSION - NIGHT

          ANGLE ON : THE HARD, SMOOTH FLOOR

          as a bloody piece of meat is thrown onto it. Three
          hell-dogs immediately set upon it and rip it to
          shreds, devouring it within seconds.

          ANGLE : THE GENERAL

          on his throne, flanked either side by Flix and Trix.
          The General plays with an unattached leash in one of
          his hands. A lone guard stands behind the trio,
          holding on to a bucket. Flix and Trix watch the hell-
          dogs with delight. The General reaches back with an
          open hand. The guard reaches into his bucket and hands
          the General another slab of meat.

                                          FLIX
                         Another. Give me another!

                                          TRIX
                         No! It's my turn. 

                                          FLIX
                         Oh shut up.

                                          TRIX
                              (shoves Flix)
                         I said it's my turn you bitch! 
                              (to the General)
                         Tell her it's my turn!

          Flix is about to strike back at Trix, raising a fist
          in anger. The General catches Flix's hand and holds it
          tight.

                                          THE GENERAL
                         Now, now you two. You'll both get a
                         turn.

                                          FLIX
                         But I want to feed the puppies..
                              (off Trix's angry glare)
                         again.

                                          THE GENERAL
                         Let Trix have her turn.

          Trix smiles triumphantly at Flix and happily grabs the
          slab of meat from the General's hand. She giddily
          flings the meat towards the hell-dogs. The hell-dogs
          tear into it.

          ANGLE : FLIX

          looking on unhappily.

                                          FLIX
                         Not fair.

                                          THE GENERAL
                         Life isn't fair my sweet. But soon,
                         very soon, things will tip in our
                         favour. Soon, you will both have the
                         world. You can have anything you
                         want.

                                          FLIX
                         No more hiding in shadows?

          The General smiles, takes Flix's pale, white hand and
          kisses it affectionately.

                                          THE GENERAL
                         No more hiding in shadows.

          Flix smiles happily and snuggles up to the General who
          hugs her warmly.

          ANGLE : TRIX

          watching the two, seething with jealous anger.

          ANGLE : THE GENERAL AND FLIX

          as they continue their embrace for a beat.

                                          THE GENERAL
                              (without looking up)
                         What is it?

          ANGLE ON : SHADOWS IN A CORNER

          as from it, emerges Sasha.. bowing slightly in
          obedience.

          ANGLE : FLIX

          looking up at the new arrival and smiling.

                                          FLIX
                              (a playful whisper to
                              herself)
                         Sashaaa.

                                          SASHA
                         General. There's word that a large
                         shipment of blood is arriving in town
                         tommorow night. It seems a group of
                         out-of-town vamps have managed to
                         hijack two trucks delivering blood
                         supplies to hospitals.

                                          THE GENERAL
                              (dismissively)
                         Amateurs.

                                          SASHA
                         Well, they're planning to drive the
                         shipment into town tommorow and
                         selling the blood off. I presume they
                         expect to make a tidy profit from
                         selling the blood to those remaining
                         vampires in town who have not joined
                         our cause and are too afraid to hunt.

                                          THE GENERAL
                         Ahh.. corporate enterprise. How
                         easily our weaker brothers are
                         poisoned by humans.

                                          SASHA
                         Should we make an appearance?

                                          THE GENERAL
                         Yes. Why not? Our soldiers will need
                         to be fed after they rise. Go take
                         care of it. I doubt you will
                         encounter much resistance.

                                          SASHA
                              (bows)
                         I will assemble some men.

                                          THE GENERAL
                         You do that.

          Sasha turns and starts to leave.

                                          THE GENERAL
                         Wait.

          Sasha stops and turns around.

                                          THE GENERAL
                              (an evil glint in his eye)
                         Perhaps we should try something
                         different.

          The General lifts the leash up and holds it out to
          Sasha.

                                          THE GENERAL
                         Why don't you take our pet out for a
                         little walk.

          ANGLE : SASHA

          looking at the leash, then nodding.

          ANGLE : FLIX AND TRIX

          smiling.. giddy with delight.


          INT. GILES' APARTMENT/GILES' UPSTAIRS BEDROOM - NIGHT

          ANGLE : GILES

          sitting at his study, reading a book. He looks tired
          and dispirited.

          We see Buffy coming up the stairs and walk towards
          Giles, then leans against a wall.

                                          BUFFY
                              (quietly)
                         Hey.

          Giles looks up briefly, then returns to reading the
          book.. a lot obviously on his mind. Buffy just stands
          there for a beat, quietly watching.

                                          GILES
                              (without looking up)
                         She doesn't realise how dangerous it
                         is for her. She simply can't afford
                         to be reckless with her powers.

                                          BUFFY
                         I know.

                                          GILES
                         And borrowing the powers from the Orb
                         of Takanis? What was she thinking?
                         The peril she could have put herself
                         into.

                                          BUFFY
                         Things are happening to her, to all
                         of us. Big, scary things. I guess
                         she's just trying to figure a way to
                         make things.. better.

                                          GILES
                         But through magic?

                                          BUFFY
                         She's learning as she goes. We don't
                         all know how to fit into these new
                         bodies we're growing into.

          Giles looks up at Buffy.

                                          BUFFY
                         She'll get it. We'll help.

          Giles gives Buffy a faint nod of acknowledgement.

                                          BUFFY
                         She'll figure it out. After a while,
                         you'll find you won't have to worry
                         so much about her.. like with me.

                                          GILES
                         Buffy, I always worry about you.

          Buffy smiles, appreciating the sentiment. 

                                          BUFFY
                              (looks towards the book
                              Giles is reading)
                         Any luck?

                                          GILES
                         Not as yet. I suspect that, given
                         time,  the spell will eventually
                         dissipate and cease by itself.

                                          BUFFY
                         So.. we just wait? For how long?

                                          GILES
                         I'm not sure, but given that we're
                         dealing with such a powerful magical
                         energy.. it may take years.

                                          BUFFY
                         Giles, we have to get her out before
                         then. I mean, she can't live like
                         this.. freezing in and out of time? 

                                          GILES
                         I'm afraid there's another, more
                         immediate danger. The spell isn't
                         stable.. and it sounds like it's
                         becoming increasingly chaotic as time
                         progresses. There's a danger that..

          Giles stops, unable to get the words out.

                                          BUFFY
                         Giles.. what?

                                          GILES
                         There's a danger that, during one of
                         her freezes, the spell could
                         permanently displace her from our
                         time.

                                          BUFFY
                         What do you mean?

                                          GILES
                         She would exist in a permanently
                         frozen time and space.. unable to
                         come back. She would be left alone,
                         lost in that moment of time while the
                         world moves on, leaving her behind.
                         To us, she would simply dissapear..
                         and cease to exist.

          ANGLE : BUFFY

          looking very concerned.

          We PAN away from Buffy and halfway down the stairs
          where we see Dawn.. sitting on the steps and listening
          in. She looks similarly concerned.


          EXT. THE MAGIC BOX - DAY (DAY TWO)

          to establish.


          INT. THE MAGIC BOX - DAY

          ANGLE : DAWN

          looking out the closed shop door.

          We PAN over to Buffy at the shelves as she pulls down
          a bundle of books and places them on the ground. She
          grimaces, feeling at her side. She lifts her shirt at
          the side and feels the bandage still around her waist.
          She pulls her shirt back down and picks up the books.

          Buffy walks past Dawn and heads over to the table. She
          places the books down on the table where Anya and
          Xander are seated, working their way through another
          pile of books. There's a pot of coffee on the table.
          Anya pours herself another cup and takes a sip.

                                          BUFFY
                         Dawn? Come help me with these. We can
                         get through some of these tomes while
                         we wait for Giles to return.

          Dawn comes over to the table.

                                          DAWN
                         Where'd he go?

                                          BUFFY
                         He's gone off to tap some of his
                         sources.. you know, see if any of
                         them knows how to break the spell.

                                          ANYA
                              (excitedly)
                         You know, I still know a few helpful
                         people from the good old days. Of
                         course, by people, I mean demons..
                         And by helpful, I mean evil, morally
                         bankrupt beings who'll do anything
                         for a buck. But let's not quibble
                         over semantics. I could..

                                          BUFFY
                         Sshh.. Keep it down.

          Dawn looks over towards the closed training room door.

                                          DAWN
                         Is she still asleep?

                                          BUFFY
                         Yeah. She's crashed out on the couch.
                              (looking towards the door)
                         I think she needs the sleep.
                         Yesterday kinda took a lot out of
                         her.. in more ways than one.

          Buffy turns back towards Dawn and gives her a
          reassuring smile.

                                          BUFFY
                              (to Dawn)
                         Here.

          Buffy grabs half of the books she brought over and
          pushes it towards Dawn who sits down.

                                          BUFFY
                         Why don't you take these guys..
                              (reading the spines)
                         .. from Abiding Spells to.. um..
                         Necromancy and I'll take the rest of
                         the way creepy pile.

                                          ANYA
                         About what I was saying..

                                          BUFFY
                         Not now Anya. We've got work to do.
                              (takes a look at Anya's
                              pile of books)
                         If you're finished with your pile,
                         why don't you go and get started on
                         those books over there.

          Buffy turns her attention back to the books. Anya
          looks a little cross.

          Buffy and Dawn begin to work through the books. Anya
          shuts her book, gets up and takes the book in her
          hands and heads towards a bookcase. She replaces the
          book on a shelf and reaches high up for another. She
          can't reach it.

                                          ANYA
                              (turning towards the table)
                         Hey! Walks-on-stilts. Little help?

                                          BUFFY
                         You talking to me?

                                          ANYA
                         Yes.. and that extra foot and a half
                         you must have grown since this
                         morning.

          Buffy rolls her eyes and turns back around. Xander
          looks at Buffy with an apologetic grin and walks over
          to Anya. Anya points up to the book she wants. Xander
          stretches up, grabs the book and hands it to her. 

                                          XANDER
                         There you go little missy.

                                          ANYA
                              (with a glare)
                         You know you're very unattractive
                         when you gloat.

                                          XANDER
                         Whoa.. I'm guessing, caffeine? Not
                         your friend.

          Xander takes a good look at Anya.. who looks tired.

                                          XANDER
                         You know, maybe you should get some
                         sleep.

                                          ANYA
                         Why? You and Buffy didn't get any
                         more sleep than me.

                                          XANDER
                         Yeah, but you know..

                                          ANYA
                         No, I don't know Xander. Why don't
                         you tell me?

                                          XANDER
                              (hands up in a submssive
                              posture)
                         Okay.. backing up now.. bowing my
                         head and exposing my belly.

          Buffy and Dawn turn around to watch the commotion.

                                          ANYA
                         I'm tired of not being taken
                         seriously around here. It's like you
                         all think I don't care.. like I don't
                         have any feelings. 

                                          BUFFY
                              (more placating)
                         Anya.. of course, we know you care.

                                          ANYA
                         Just not as much as any of you..
                         right?

          A silent beat as Anya stares them down. Buffy is about
          to say something else but..

                                          ANYA
                         Save it.

          The doorbell rings. Giles enters the store.

                                          DAWN
                         Giles. Did you find out anything?

                                          GILES
                         I'm afraid not. Everyone I've spoken
                         to thought the Orb of Takanis was a
                         myth. They don't seem to know a way
                         to..

          Giles stops short as he spots..
                          

          ANGLE : WILLOW

          just emerging from the training room. She looks a
          little disorientated but is dressed to go out.

                                          XANDER
                         Going somewhere?

                                          WILLOW
                         I think I'm gonna head out.

          Willow starts to head for the door, brushing past
          Buffy and Dawn who sit bewildered. Buffy gets up and
          rushes to Willow and pulls her around to face her.

                                          BUFFY
                         Wait. Where are you going?

                                          WILLOW
                         Nowhere. Anywhere.

          Xander, Anya and Dawn come up behind Buffy.

                                          XANDER
                         Will..

                                          WILLOW
                         Listen. I got myself into this mess.
                         I'm gonna get myself out.. okay?

                                          BUFFY
                         No.. it's not okay. Let us help.

                                          WILLOW
                         Look, we don't know anything about
                         how this spell works or what's going
                         to happen. But.. these time freezes?
                         They're getting worse. I think the
                         spell's starting to break down. I
                         don't want to pull anyone in here
                         with me.

                                          XANDER
                         All we want to do is help. I mean, no
                         one's blaming you for what's
                         happening.

                                          WILLOW
                         I blame me. It's my screw-up and I'm
                         not going to make things any worse by
                         risking any of you guys.

                                          BUFFY
                         Kinda think that's our call Will.

                                          WILLOW
                              (determined)
                         No it's not! Look. There's nothing
                         any of you can say or do that's gonna
                         stop me from leaving. So just.. leave
                         it.

                                          XANDER
                         You're not going anywh..

          Xander doesn't complete his sentence, suddenly
          distracted by something behind Willow. We also see
          Buffy and Anya staring behind Willow. Willow turns
          around to see..

          REVERSE ANGLE : A FIGURE

          standing at the door entrance, features slightly
          obscured by the strong sun backlit in the background.

          ANGLE : WILLOW

          straining to see.

          ANGLE : THE FIGURE

          as she steps forwards. Tara stands looking at Willow,
          a bag around her shoulder.

          ANGLE : WILLOW

          standing speechless.
          
                                                             BLACKOUT          
          
                                  END OF ACT TWO


                                                CONTINUE TO ACT THREE