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~~~~~~~~~~ Prologue ~~~~~~~~~~
A dark chapel. Dozens of candles on several tall iron candleholders are
standing around the chamber. An altar stands at one end. Upon it sits
the high demon D'Hoffryn. Kneeling before him on a small rug is Anya,
she who was Anyanka, once demon but now doomed to be mortal, pleading
D'Hoffryn: (resolutely) Do not ask again.
Anya: (shocked) But... But I...
D'Hoffryn: (sternly interrupts) Your powers were a gift of the lower
beings. You have proved unworthy of them.
Anya: I was robbed of them.
D'Hoffryn: By your carelessness.
Anya: (dramatically) For a thousand years I wielded the powers of The
Wish. I brought ruin to the heads of unfaithful men. I brought forth
destruction and chaos for the pleasure of the lower beings. I was feared
and worshipped across the mortal globe. (disgustedly) And now I'm stuck
at Sunnydale High. (despondently) Mortal. Child. And I'm flunking math.
D'Hoffryn: (dismissingly) This is no concern of ours. You will live out
your mortal life and die.
Anya: (pleadingly) Give me another chance. You can fold the fabric of
time. Send me back to that place and I'll change it. I won't fail again.
D'Hoffryn: Your time is passed.
Anya: (desperately) Do you have any idea how boring twelfth graders
are? (stands up) I'm getting my power center back. (defiantly) And if
you won't help me, then, by the pestilent gods, I will find someone who
Cut to Sunnydale High. Willow is lying on a grassy area, concentrating
hard. Soon a pencil floats up into view and starts to slowly turn end
over end. Willow smiles at her successful levitation. Beside her, Buffy
Buffy: The Watcher Council shrink is heavy into tests. He's got tests
for everything. T.A.T.s, Rorschach, associative logic... (grunts and
sits up) He even has that test to see if you're crazy that asks if you
ever hear voices or you ever wanted to be a florist.
Willow: (looks over at Buffy) Ooo, I used to want... (reconsiders)
Wait. Florist means crazy, right? (turns back to her pencil) I never
wanted to do that.
Buffy does some stretching exercises while she watches the pencil as
Buffy: (smiles, impressed) Neat.
Willow: (grins) Thanks. It's all about emotional control. Plus,
obviously, magic. (looks at Buffy, giddily) Hey, you wanna go to the
Espresso Pump and get sugared up on mochas?
Buffy: I'm gonna pass. Hit the pool and do some laps.
Willow: (bewildered) How come the sudden calisthenics? Aren't you sort
of naturally buff, Buff? (smiles and giggles) Buff buff.
Buffy: Well, they've got us running around on the physical side, too. A
lot of reflex evaluation and precision training, you know. I-I just...
Well, I-I wanna do...
Willow: (smiles knowingly) Better than Faith?
Buffy: (embarrassed) So very shallow.
Willow: (sits up) Competition is natural and healthy. Plus, you'll
definitely ace her on the psych tests. Just don't mark the box that
says, 'I sometimes like to kill people.'
Buffy: (ruefully) I know Faith's not gonna be on the cover of Sanity
Fair, but... she had it rough. Different circumstances, that could be
Willow: (shakes her head) No way. Some people just don't have that in
Buffy: (apologetically) Look, I'm sorry. I-I know how you hate talking
Willow: No, it's okay.
Buffy: No, really, we should just... (glances at the pencil)
Willow: No. I-it doesn't bother me. I mean it.
Buffy: (notices the pencil) Uh, Will?
Willow: (looks at it) Oh.
The pencil is spinning wildly. An instant later it darts off and buries
itself deeply into a tree. Willow gives Buffy a concerned look.
Buffy: Emotional control?
Willow: (abashed) I'm working on it.
Opening credits roll. Buffy's theme plays.
~~~~~~~~~~ Part 1 ~~~~~~~~~~
Sunnydale High School. Cut to Principal Snyder's office. He stands at
the door, hands in pockets, looking with great satisfaction at Willow
and Percy West, who are seated facing his desk.
Snyder: As far as I'm concerned, this is a marriage made in heaven.
(takes off his jacket) Willow Rosenberg, despite her unsavory
associations, (hangs it on the coat rack) represents the pinnacle of
academic achievement at Sunnydale High. (strolls up to them) Percy West
represents a devastating fast break (puts his hand on Percy's shoulder)
and 50% from behind the three-point line. (goes around his desk to his
Willow: (confused) I-I'm not sure I understand the marriage part.
(glances at Percy)
Snyder: (indicates Willow) You've got the brains, (indicates Percy)
he's got the fast break. (brings his hands together) It's a perfect
Willow: (very confused) Match? (double-takes at Percy) You want us to
Snyder: I want you to tutor him. (sits) Percy is flunking history.
Nothing seems to be able to motivate him.
Percy: (flippantly) Hey, I'm *challenged*.
Snyder: (raises his eyebrows) You're lazy, self-involved and spoiled.
That's quite the challenge. But we need a winning year, especially after
last year's debacle with the swim team. Can't have our point guard
benched. (to Willow) So, you're gonna take on a little teaching job.
(encouragingly) I know how you enjoy teaching.
Willow: (makes feeble excuses) Well, I have a lot of work of my own.
Snyder: You've got a letter of acceptance from every university with a
Willow: Y-yes, but I still have classes and I don't...
Snyder: (interrupts) Rosenberg, it's time to give something back to the
community. (stands up) I know you wanna help your school out here. Ask
me how I know.
Willow: (obediently) How do you...?
Snyder: (interrupts, glares ominously) I just... know.
Cut to the library. Willow and Buffy push the doors open and walk in.
Buffy: So he threatened you? With what?
Willow: Well, i-it wasn't exactly anything he said. It was all in his
eyes. I mean, there was some nostril work as well, but mostly eyes.
Buffy: Snyder needs me to kick his ass.
Willow: Oh, no, Buffy, don't get in trouble. I'll be okay.
They reach the study table. Willow sets down her books, Buffy sits on
Willow: I just hate the way he bullies people. He just assumes
everyone's time is his.
She lifts her bag from her shoulder and sets it down also as Giles comes
out of his office sucking on a lollipop.
Giles: Willow, get on the computer. I want you to take another pass at
accessing the Mayor's files.
Willow: (happily) Okay.
She heads behind the counter to use the computer there. Faith comes into
the library followed by an out-of-breath Wesley.
Faith: (sarcastically) Well, that was a blast.
Giles: How did it go?
Faith: (points at Wesley behind her) Princess Margaret here had a
little trouble keeping up.
Wesley makes it to the counter and leans heavily against it. Buffy
raises her eyebrows at the sight.
Giles: (to Wesley) How did it go?
Wesley: (panting heavily) Faith, uh... (pants) did quite well on the
obstacle field. (pants) Still a little sloppy, though.
Faith shoots him an incredulous look.
Giles: Do you feel up to, uh, taking Buffy out, or shall I?
Wesley: (pants) Oh, no, no, no. (pants) I'll be fine. (pants) Just give
me a minute. (pants) And some defibrillators, if it's (pants) not too
Faith: You're gonna love it, B. It's just like fun, only boring.
Giles: (sternly) Faith, this evaluation is a necessary part of the
Faith: (apologetically) I know. I'm on board here. Just shooting my
Buffy: I better change.
She starts to walk out. As she passes by, Faith leans toward her.
Faith: Good luck.
She reaches out, lightly brushes Buffy's shoulder with her hand and
gives her a little smile. Buffy returns the smile weakly and continues
out. Wesley takes a deep breath and follows her. Faith notices Willow at
the computer and hops up on the counter to sit and watch.
Faith: What cha doin'?
Willow: (trying to concentrate) I'm trying to access the Mayor's
Faith: (surprised) Can you do that?
Willow: Well, he's got some tricky barriers set up.
Faith: (warily) Can you get past 'em?
Willow: (stubbornly) Eventually I'll get through.
Faith watches intently as Willow continues her hacking.
Cut to a spacious new studio apartment. Mayor Wilkins considers Faith's
Mayor Wilkins: (musingly) That's very interesting.
Faith: Yeah, I thought so, too. (looks around) Are you serious about
this place? (continues exploring)
Mayor Wilkins: Of course I am. No Slayer of *mine* is gonna live in a
fleabag hotel. That place has a very unsavory reputation. There are
immoral liaisons going on there.
Faith: (checks out the kitchen) Yeah, plus all the screwing. This place
is the kick!
She walks past a leather punching bag hanging in a corner and continues
into the sleeping area.
Mayor Wilkins: We'll keep your old place, in case you need to see your
friends there, but from now on...
Faith jumps up on the bed and bounces.
Mayor Wilkins: (appalled) Oh, hey, hey, hey! Shoes! Shoes!
Faith hops off of the bed and goes up to the Mayor.
Faith: (smiling sultrily) Thanks, Sugar Daddy.
Mayor Wilkins: (admonishingly) Now, Faith, I don't find that sort of
thing amusing. I'm a family man.
He steps aside to let Faith continue looking around.
Mayor Wilkins: (briskly) Now, let's kill your little friend.
Faith gives him an uneasy look.
Mayor Wilkins: (reassuringly) Don't worry. I wouldn't ask you to do it.
Not this early in the relationship. (Faith sits, doubtfully considers)
Besides, I think a vampire attack would be less suspicious anyway. In
the meantime, let's take a look at the rest of the apartment, huh?
(Faith stands up again) If I'm not mistaken, some lucky girl has herself
Faith: (grins broadly) No way.
Mayor Wilkins: (grins back proudly) Yes way! (chuckles happily)
Faith heads over to the TV to check it out.
Cut to the halls at Sunnydale High. Oz finds Willow as she walks along.
Willow: Oz! Hi!
They smile at each other and move closer to hug.
Oz: There's something about you that's causing me to hug you.
(teasingly) It's like I have no will of my own.
They move apart. Willow has a huge smile on her face.
Willow: Where were you yesterday?
They start walking, holding hands.
Oz: Mm... We got back late, sort of very.
Willow: (perplexed) We? Who? Where?
Oz: The band. We had a gig in Monterey Sunday night.
They stop by a classroom.
Willow: (distressed) Oh, you did? How come I didn't know?
Oz: (surprised) I thought you did.
Willow: (hurt) Maybe I would have liked to go.
Oz: Didn't figure you for missing school.
Willow: (disappointed) You think I'm boring.
Oz: I'd call that a radical interpretation of the text. We're playing
tonight at the Bronze.
Willow: (apologetically) I can't. I have too much homework.
Oz: (invitingly) If you get done early...
He steps toward the classroom. Their hands don't part until necessary.
Cut to the quad. Percy comes up the stairs from the underpass below the
administrative offices. Willow catches up with him. He just continues
walking, completely disinterested.
Willow: Percy! Hey. Listen, I thought we could get together today at
lunch and go over your Roosevelt paper. You know, what books you'll need
Percy: (purposely obtuse) What are you talking about?
Willow: Me tutoring you. Your, your history paper?
Percy: Oh, yeah, yeah. Snyder said *you* were gonna do it.
Willow: (surprised) He never said that.
Percy: (gives her an obnoxious look) What meeting were *you* at?
Willow: Look, I-I'll get the books you need. Just meet me at lunch
Percy: (interrupts) No, no, no. I don't have any time at lunch. I gotta
Percy: (stops and faces her, impatiently) What, what, you got something
better to do? Just type it up and put my name on it. Oh, and don't type
too good. Dead giveaway. (leaves)
Willow can't believe his attitude and sinks down on one of the benches
dejectedly. She takes off her pack, reaches in and pulls out a banana.
Willow: (with resolve) I'm eating this now. (daringly) It's not
lunchtime, I don't even care.
Before she can begin peeling it, Buffy and Xander walk up to her.
Xander: Willow, did you remember to tape Biography last Friday?
Willow: (absently) Uh-huh. (struggles with the banana)
Buffy: (to Xander, proudly) See, I told you. Old Reliable.
Xander nods and smiles. Willow is not amused.
Willow: (sourly) Oh, thanks.
Buffy: (taken aback) What?
Willow: 'Old Reliable'? Yeah, great. (reprovingly) *There's* a sexy
Buffy: Well, I-I didn't mean it as...
Willow: No, it's fine. I'm 'Old Reliable'.
Xander: She just means, you know, the geyser. You're like a geyser of
fun that goes off at regular intervals.
Willow: (disgustedly) That's Old Faithful.
Xander: Isn't that the dog that, that the guy had to shoot...
Willow: (incensed) That's Old Yeller.
Buffy: Xander, I beg you not to help me. Will, I-I didn't mean it as a
bad thing. I-I think it's good to be reliable.
Willow: (stands up, annoyed) Well, maybe I don't *wanna* be reliable
all the time. Maybe I'm not just some doormat person. Homework Gal.
Xander: I'm thinking nerve strike.
Willow huffs at him and starts to go, but turns back.
Willow: Maybe I'll change my look! Or cut class. You don't know.
Buffy and Xander just give her surprised looks.
Willow: (holds up her banana defiantly) And I'm eating this banana.
Lunchtime be damned! (strides off)
Buffy: (goes after her) Will, wait. I'm really sorry...
Willow: (interrupts, chiding gently) Buff, I'm storming off. It doesn't
really work if you come with me.
Buffy: (chastened) Oh.
Willow goes on her way. Buffy looks back sadly at Xander.
Cut to the halls. Willow starts trudging up the stairs. Anya notices
Anya: Uh, Willow?
Willow: (turns around) Uh, hi. (doesn't recognize)
Anya: (gestures at herself) Anya. (smiles) I'm sort of new here.
(hopefully) Um, I know Cordelia?
Willow: (smiles thinly) Oh, fun.
Anya: Yeah. Um, listen, (steps up closer to her) I have this little
project I'm working on, and I heard you were the person to ask if...
Willow: (interrupts, ironically) Yeah, that's me. Reliable-Dog-Geyser
Person. What do you need?
Anya: Oh, it's nothing big. (secretively) Just a little spell I'm
working on. (shrugs)
Willow: (suddenly interested, steps down to her) A spell?
(nonchalantly) Oh. I like the black arts.
Anya: I just need a secondary to create a temporal fold. I heard you
were a pretty powerful wicca, so... (shrugs again)
Willow: (smiles excitedly) You heard right, mister! I-I-I'm always
ready to work some dark mojo. (hopefully) So, tell me, is it dangerous?
Anya: (dismissively) Oh, no. (shakes her head)
Willow: (disappointed) Well, could we pretend it is?
Cut to an empty classroom after school. The camera pulls back from a
large white plate with a representation of Anya's lost necklace painted
on it. Willow kneels facing it, arranging herbs, bones and candles. Anya
sits at a desk and prepares a mixture of sands and powders.
Anya: The necklace was a family heirloom passed down for generations.
Then it was stolen from my mom's apartment.
Willow: How does the spell work?
Anya: (gets up) Uh, well, we both call on Eryishon, (kneels opposite
Willow) the Endless One, offer up the standard supplication, then
there's a teensy temporal fold. (smiles weakly) We hope. Um, then I pour
the sacred sand on the representation of the necklace, and Eryishon
brings it forth from the time and place it was lost.
Willow: (smiles) Cool.
Anya: Are we ready?
Willow: (slightly nervous) I think so.
Anya takes a deep breath and holds her hand out palm up over the plate.
Anya: Eryishon. K'shala. Meh-uhn.
Willow also reaches out with her hand palm up, keeping hers tip-to-tip
Willow: Diprecht. Doh-tehenlo nu-Eryishon.
Anya picks up the bottle of sacred sand and holds it over the plate.
Anya: The child to the mother.
Willow takes hold of the bottle as well.
Willow: The river to the sea.
Anya: (closes her eyes) Eryishon, hear my prayer.
Willow closes her eyes also. There is a low rumbling, and a pillar of
energy appears over the plate and around the girls' hands. Their hands
begin to shake, and Willow whips open her eyes, surprised by how
powerful this spell actually is.
She sees scenes from an alternate universe: Anyanka choking Giles,
licking her fingers, herself and Xander as vampires, Anyanka's necklace,
Buffy staking Xander, herself as a vampire, herself impaled on the
broken wood of the cage, Anyanka's necklace smashed, her vampire self
attacking Buffy and getting backhand punched, the Master watching,
herself falling to the floor, being grabbed by Larry, sitting alone in
an empty factory without the machine, Oz coming for her, the Master
In the classroom Anya turns over the bottle of sand, and it pours out.
Some of it sifts through Willow's fingers before hitting the plate. More
visions follow: Angel letting the imprisoned humans out, herself
fighting one, Oz still coming for her, reaching out to grab her...
Suddenly she disappears from the scene.
Willow flashes back to the classroom, where she has a wide-eyed look of
surprise and shock on her face. The pillar of energy fades, and she
pulls back her hands, breathing hard.
Willow: That was... W-w-what was that? (slowly stands up)
Anya: (feels for her necklace in the sands) Oh, it's not here. (pounds
the floor, frustrated) It's not here!
Willow: (composes herself) Okay, that's a little blacker than I like my
Anya: (exasperated) Oh, don't be such a wimp.
Willow: (very uneasy) That, that-that wasn't just some temporal fold,
that was some weird Hell place. I-I don't think you're telling me
Anya: (tersely insistent) I swear, I am just trying to find my
Willow: (indignantly) Well, did you try looking inside the sofa *in
Anya: Look, (smiles sweetly) we'll just try it again, and...
Willow: (steps back) No! I-I think emphatically not!
Anya: (angrily) I can't do it by myself!
Willow: (gathers her things) That's a relief. I'm outta here.
Anya: (furiously) Fine! Go! (mutters to herself) Idiot child.
Willow overhears that, and doesn't appreciate it.
Willow: (reaches down, haughtily) I believe these chicken feet are
mine. Look, m-magic is dangerous, Anya, i-it's, it's not to be toyed
with. Now, if you'll excuse me, I have someone else's homework to do.
She leaves the room. Anya looks down at the plate, frustrated, then
picks it up.
Anya: (anguished) Nothing! (smashes it)
Cut to the factory. It's empty except for a lot of small debris. Evil
Willow jerks up from the floor and looks around, shocked to suddenly
find that the Master, his machine, the humans, the vampires, everything
Evil Willow: This is weird.
~~~~~~~~~~ Part 2 ~~~~~~~~~~
Cut to the street in front of the Sun Cinema. "Hotel" and "The Goose
Ran" are the featured films. The camera pans down from the sign to
several children running along the sidewalk and comes up on Evil Willow.
She's standing in the street, disoriented and confused by everything she
sees around her. There are so many people and children boldly walking
and running around at night without a care in the world. To her it's all
strange. Very strange. These people should be cowering in their homes,
not out enjoying themselves. As she walks along the yellow centerline,
some people walk by her, crossing the street from the theater to the
Espresso Pump, coming within reaching distance, blissfully unaware of
who she is. No one fears her. No one even notices her. Behind her she
hears a girl screaming and turns to look, but the girl is just resisting
some teasing from her boyfriend, not shaking in fear of a vampire. An
old woman approaches her, not even put off by her full leather attire.
Old woman: E-e-excuse me, young lady...
Evil Willow faces her and snarls. The lady is frightened, and she backs
away shaken, but she's not terrified as Evil Willow would have expected,
probably assuming she was just another punk. She rolls her eyes and
Cut to the Bronze. k's Choice is on stage performing "Virgin State of
Mind", a slow bluesy number, while several couples slow dance to it.
Lyrics: There's a chair in my head on which I used to sit / Took a
pencil and I wrote the following on it / Now there's a key where my
wonderful mouth / Used to be
Evil Willow enters and looks around. The place is calm, especially
compared to what she's used to. People are hanging out, chatting,
drinking, playing pool. Only a few eyes notice her in her black leather.
Lyrics: Dig it up, throw it at me / Dig it up, throw it at me
Evil Willow stops by a pool table and looks forlornly all around, taking
in the situation.
Lyrics: Where can I run to / Where can I hide / Who will I turn to /
Now I'm in the virgin state of mind
A guy in a leather jacket can't help but notice Evil Willow as she walks
around him, staring appraisingly at him with her evil scowl. She just
keeps going. He doesn't want anything to do with her.
Lyrics: Got a knife to disengage the voids that I can't bear / Cut out
words I've got written on my chair / Like, do you think I'm sexy / And
do you think I really care
Evil Willow begins to get depressed about how things suddenly are. She
doesn't watch where she's going, and neither does Percy, who bumps into
Percy: Hey! (recognizes her, surprised, then amused) Rosenberg? What
are you doing, trick-or-treating? (points at her) You're supposed to be
at home doing my history report. I flunk that class, you're in big
trouble with Snyder. (smugly) Till we graduate, I own your ass.
She raises her eyes and looks at him with weary amusement.
Evil Willow: Bored now.
She shoves the heel of her hand squarely into his chest, sending him
flying onto a pool table. He lands hard on his back, and his momentum
forces him into a back roll off of it. Several guys around them are
Guy#1: Whoa, whoa, whoa, man!
Guy#1: What's up with *that*, man?
Guy#3: What the heck?
Evil Willow now has the attention of the crowd as she slowly goes over
Evil Willow: (pensively) I'm having a terrible night.
She reaches down and lifts Percy up from the floor by his throat,
digging her fingertips into his flesh and choking him.
Evil Willow: (expectantly) Wanna make it better?
Percy tries to punch her, but she idly blocks him and looks up into his
eyes, sadly at first but then with a wide grin when Percy can't pull her
hand off. He clutches her neck with his other hand and tries to choke
her. Some guys in the background make fun of Percy, unaware of the
seriousness of his situation.
Guy#4: Check it out!
Xander comes up behind him, eager to get in on the fun.
Xander: What's going on? Is there a funny thing?
The guys laughingly point over at Evil Willow and Percy, who have both
hands around each other's necks now. Percy is choking, while Evil Willow
just continues to smile. Xander runs up behind Percy and yanks him off
of her, throwing him to the floor.
Xander: Back off! You stay the hell away from her!
Percy: (panicked) Okay! Sure! (scrambles away)
Xander turns back to make sure Willow is okay, but is stunned by the way
she's dressed. For her part, Evil Willow's face brightens, glad to
finally see a familiar face.
Evil Willow: (thrilled) Xander!
Xander: (amazed) Will, changing the look not an idle threat with you.
Evil Willow: (smiles widely) You're alive!
She hugs him, running her hands sensuously over his neck and back.
Xander: Uh... Will, this is verging on naughty touching here. (her
hands go further down) Don't wanna fall back on bad habits. (her hands
reach his butt) (jumps, surprised) Hands! Hands in new places!
Evil Willow: (realizes, confused, revolted) You're alive.
Xander: (nods, eyeing her curiously) You mentioned that before. Will,
are you okay?
Evil Willow: (distraught) No! Everything's different.
Buffy: (finds them) Oh. There you are.
Xander: (never looking away from Evil Willow) Hey, Buff.
Buffy: Aren't you gonna introduce me to your... (recognizes) Holy
*God*, you're Willow.
Evil Willow: (recognizes the Slayer, vehemently) You.
Buffy: (tries to be polite) You know what? (smiles supportively) I, I
like the look. (stammers) It's, um... it's, it's extreme, but it, it, it
looks good, you know, it's a (breathes deeply) leather thing, and, uh...
(to Xander) I said extreme already, right?
Evil Willow: (steps up to Buffy, eyes narrowed with hatred) I don't
Buffy: (taken aback) Will, I'm sorry about today. You know how my foot
likes to live in my mouth. (puzzled) But you know... y-you really didn't
have to prove anything.
Evil Willow glares at both of them with disgust. She has nothing to say
to these humans.
Evil Willow: Leaving now. (starts away)
Xander: Will, gotta say, not lovin' the new you.
Buffy: (goes after her) Will, wait...
She grasps Evil Willow's arm from behind and turns her around, and is
dumbfounded when she sees her in her vampire guise.
Evil Willow: (roars) Get off me!
She shakes the Slayer off and stalks away, leaving Buffy and Xander
standing there in complete shock and dawning horror.
Cut to an alley. Evil Willow strides along it at a brisk pace. Behind
her two vampires come into view.
Alfonse: Willow Rosenberg.
Evil Willow: (stops and smiles to herself in anticipation) I'm not
supposed to talk to strangers.
Alfonse: Then we won't talk.
He nudges his partner to attack. Evil Willow does a side kick at him,
sending him stumbling back. Alfonse lunges at her, but she grabs onto
his shoulder and uses his momentum to flip him to the ground. She turns
around and does a half-spinning hook kick to the other one's head. He
backs up a step, but keeps his balance and leans back in to punch Evil
Willow. She middle blocks two shots and follows up with a punch to his
head. She grabs his shoulder while he's dazed and flips him over onto
his back. Alfonse comes at her again, and she connects with a roundhouse
kick to his side. He falls, but gets up quickly and grabs her shoulder.
She grabs onto his hand to keep it in place, and with her other hand she
pushes down on his shoulder, forcing him to flip forward onto his back.
She takes his hand and jerks it back hard, snapping his wrist. He grunts
in pain and gives in.
Evil Willow: (reprovingly) You made me cranky.
She brushes her fingers against his.
Alfonse: (panting) There's been a mistake here. We were sent after a
Evil Willow: (intrigued) Really? Who do you work for?
Alfonse: (hoarsely) I'm not telling you a thing.
With a half-smile, she takes one of his fingers and bends it back
sharply, breaking it. He screams in pain.
Evil Willow: (still smiling) Who do you work for?
Alfonse: (gives in) Wilkins. The Mayor.
She takes another finger and breaks it, too. Again he cries out in pain.
Evil Willow: *Who* do you work for? (bats her eyes suggestively)
Alfonse: (gets it) You.
She drops his arm and lets him up. The other vampire gets up also,
rubbing his head.
Evil Willow: (commands) Get your friends. Bring them here. The world's
no fun anymore. (smiles evilly) We're gonna make it the way it was.
Starting with the Bronze.
Alfonse nods obediently at his new boss.
Cut to the library. Buffy and Xander come in, both silent, very detached
from reality. Giles hears them come in and walks out from his office.
Giles: Oh, Buffy. I thought you were going out tonight. I didn't
He sees the oppressive grief in their expressions.
Giles: (very worried) What is it?
Cut to later, after they've explained. They all sit on the stairs to the
stacks, detached and staring off into space. Giles dangles his glasses
from his hands. Xander idly handles a cross.
Xander: (takes a breath) This isn't real.
Buffy: (numbly) I can't feel anything. Arms, legs, anything.
Giles: She was truly the finest of all of us.
Xander: Way better than me.
Giles: (nods decisively) Much, much better.
Xander: It's all my fault.
Buffy: (despairingly) No, it's me. I-it's me. I'm the one that called
her reliable. She must have gone out and gotten attacked, which she
never would have done if I hadn't have called her reliable. And now my
best friend is...
Willow walks in and finds them there.
Willow: (curiously) What's going on?
They all look up surprised. Xander lifts his cross in defense. Willow
notices their sad faces and is amazed at their expressions.
Willow: Jeez, who died?
She notices just how deeply sad they really are and realizes she may
have gotten it right.
Willow: (almost panicked) Oh, God! Who died?
Xander jumps up and gets in Willow's face with the cross.
Xander: Back! Get back, demon!
She doesn't cower from it, but instead shows deep concern for him,
thinking maybe he's flipped out or something. Xander shakes the cross as
though it were broken and puts it back in her face. Buffy and Giles
notice that she's not frightened of the cross, and slowly approach.
Buffy: (breathlessly) Willow, you're alive?
Willow: (puzzled) Aren't I usually?
Without any further hesitation, Buffy runs the two steps to her best
friend and hugs her hard and close.
Willow is surprised, and lets out a little groan from the tightness of
the embrace. An instant later Xander is also hugging her for all he's
Willow: (wonderingly) I love you guys, too?
The hug goes on for a long moment before it gets too intense for Willow.
Willow: Okay. Oxygen becoming an issue.
They both let go, smiling at her with tears in their eyes. She smiles
back, but still doesn't know what to make of it all.
Willow: Giles, what's going on with these...
Before she can finish she finds herself being warmly embraced again by
the normally reserved Watcher.
Again she groans from the tightness of the hug, and Giles quickly
releases her, a bit embarrassed at his emotional display.
Giles: Oh. Sorry. (backs away)
Willow: (still wondering) It's really nice that you guys missed me.
(wide-eyed) Say, you all didn't happen to do a bunch of drugs, did ya?
Xander: (breathless) Will, we saw you at the Bronze. A vampire.
Willow: (startled, then insulted) I'm not a *vampire*.
Buffy: You are. (gets a look from Willow) I-I mean, you, you were.
(very confused) Giles, planning on jumping in with an explanation any
Giles: (very unsure) Well, uh... something... something, um, very
strange is happening.
Xander: (facetiously) Can you believe the Watcher's Council let this
Cut to the Bronze. Anya walks up to the bar and sits.
Anya: (wearily) What a day. (to the bartender) Gimme a beer.
Bartender: (deadpan) I.D.
She gives him an incredulous look.
Anya: (loses it, thumps her fists on the bar) I'm eleven hundred and
twenty years old! Just gimme a friggin' beer!
Bartender: (unimpressed) I.D.
Anya: (sighs, defeated) Gimme a Coke.
Cut to the stage. Oz and Devon set up their equipment.
Devon: Man, we need a roadie. (wistfully) Other bands have roadies.
Oz: Well, other bands know more than three chords. Your professional
bands can play up to six, sometimes seven *completely* different chords.
Devon: That's just, like, fruity jazz bands.
He looks worriedly at Oz, seeking confirmation for this theory.
Angel: (finds them) Oz.
Oz: Hey, man. You looking for Buffy?
Angel: As always.
Oz: Well, no sightings as of yet, but I think she said she'd show.
The door to the club opens, and in walk several vampires. They fan out
into the crowd. The people back away in fright. Alfonse comes in last,
grabs an unlucky boy and throws him into a table.
Oz: (quietly to Angel) That doesn't look good.
Alfonse: (yells) EVERYBODY, SHUT UP!
From over at the bar, Anya notices the vampires and begins to take an
Alfonse: (to everyone) Alright. Nobody cause any trouble or try to
leave... and nobody gets hurt.
Angel: (quietly) Why don't I believe him?
Oz: (quietly) Well, he lacks credibility.
They notice one of the vampires prevent a guy from leaving through the
Oz: Can you get outta here?
Angel: (eyes cast upward) Skylight in the roof. I can make it.
Oz: (worried) I think we need some backup.
Angel: (evenly) I think I'm needed here.
Oz: (raises his eyebrows) Ten to one. Could get pointless.
The door opens again and another vampire enters, followed closely by
Evil Willow. She looks around at everyone, very pleased. Anya
straightens up now, quite intrigued. Evil Willow smiles when she reaches
the middle of the empty dance floor.
Evil Willow: Look. Everyone's all afraid. (sighs blissfully) It's just
like old times.
Oz: (in utter disbelief) Get Buffy. Do it now.
Angel wastes no time, wheels around, and begins climbing the stage ropes
to the roof. Devon gets in close behind Oz.
Devon: (quietly, smiling) Dude, check out your girlfriend.
Evil Willow saunters leisurely over to a girl alone at a table.
Evil Willow: (sweetly) What's your name?
Evil Willow lightly brushes her hands along Sandy's arm and takes her
hand. She slowly pulls her onto the dance floor where everyone can see
Evil Willow: You don't have to be afraid... (smiles disarmingly) just
to please me. (to everyone) If you're all good boys and girls, we'll
make you young and strong forever and ever.
She turns Sandy around to face the stage and stands behind her,
continuing to fondle Sandy's shoulders and head.
Evil Willow: (enticingly) We'll have fun.
Sandy flinches when Evil Willow grasps her hair and pulls it to the
side, forcing Sandy to tilt her head, leaving her neck bare. Evil Willow
lasciviously licks the girl's neck.
Evil Willow: If you're not...
She looks around warningly, vamps out, smiles, licks her lips and roars
as she bites Sandy savagely on the neck and drains her dry. Oz tries to
run from the stage to Sandy's aid, but is stopped by one of the
Devon: (to Oz) No, man!
When Evil Willow is finished feeding, she lets Sandy's lifeless body
collapse to the floor and morphs back to her human guise.
Evil Willow: (idly curious) Questions? Comments?
Oz: (shocked) Willow. You don't wanna do this.
Evil Willow: (approaches blithely) I don't? (smiles proudly) But I'm so
good at it.
The vampire holding Oz lets him go down to meet her.
Oz: (horrified) Who *did* this to you?
Evil Willow: (recognizes him) I know you. (disgustedly) You're a White
Hat. (eyes narrow, puzzled) How come you're talking to me like we're
Anya slowly comes up to her from behind.
Anya: (unafraid) 'Cause he thinks you're someone else. He thinks you're
the Willow that belongs in *this* reality.
Evil Willow: (confused) Another me?
Anya: You know this isn't your world, right? I mean, you know you don't
Evil Willow: (softly) No. This is a dumb world. (smiles wistfully) In
my world there are people in chains, and we can ride them like ponies.
Anya: (states the obvious) You wanna get back there.
Evil Willow: (nods mournfully) Yeah.
Anya: So do I.
Cut to the school. Cut to the library. Giles sits deep in thought.
Willow leans in Giles' office doorway while Buffy and Xander sit on the
Willow: This is creepy. I don't like the thought that there's a vampire
out there that looks like me.
Xander: Not looks like. Is.
Buffy: It was exactly you, Will, every detail. Except for your not
being a dominatrix. (uneasily) As far as we know.
Willow: (rolls her eyes, grins sardonically) Oh, right. Me and Oz play
'Mistress of Pain' every night.
Giles furrows his brow. Buffy and Xander's eyes glaze over.
Xander: Did anyone else just go to a scary visual place?
Buffy: Oh, yeah.
They all look up when Angel makes a quick and noisy entrance, breathing
hard from running.
Angel: (very upset) Buffy, I... I just... Something's happened that...
He pauses when he gets patient, waiting looks from Buffy and Xander.
Angel: (blurts it out) Willow's dead.
Buffy and Xander nod knowingly. Willow straightens up from leaning
against the door frame. Angel notices her.
Angel: (distractedly) Hey, Willow.
He looks back at Buffy and Xander. Xander raises his eyebrows at him.
Suddenly it clicks in Angel's mind, and he does a double take at Willow.
Angel: (very confused) Wait a second.
He looks back at Buffy and Xander for confirmation. Giles raises his
eyebrows, rolls his eyes and grimaces.
Xander: (understandingly) We're *right* there with you, buddy.
Buffy: We saw her, too, at the Bronze.
Willow smiles reassuringly at him and blithely waves.
Angel: (still somewhat unsure) Okay. She's there now with a cadre of
vampires looking to party.
They all immediately get up and head out.
Buffy: (resignedly) We can figure out who she is *after* we stop the
Cut to the hall.
Buffy: How many of them were there?
Angel: Eight or ten.
Buffy: (to Giles) Should we call Faith?
Giles: No, I don't want her in combat yet. Not around civilians.
Xander: (heartily) Hear, hear.
Willow: (holds back) Guys? (they stop and look back) What are we gonna
do with me? The... other... me?
The three men look at each other uncomfortably, shuffling their feet and
hanging back. Buffy realizes she has to take the lead.
Buffy: (comes closer to Willow) I don't know, Will. (hesitates) I mean,
we just have to stop them.
Willow: I-I get that. I just kind of wanted to know... (thinks of
something) Oh! Hey, uh, go. I-I'll catch up.
She heads back into the library as the others go. Cut inside the
library. Willow goes to the checkout counter and leans over, but can't
reach what she's looking for. She starts to go around it, but an arm
reaches around from behind and grabs her. A hand clamps over her mouth
to prevent her from screaming.
Evil Willow: (gloating) Alone at last.
~~~~~~~~~~ Part 3 ~~~~~~~~~~
The library. Evil Willow turns Willow around and looks her up and down,
particularly noticing her pink sweater.
Evil Willow: (appraisingly) Well, look at me. (doubtfully) I'm all
Willow: What do I want with you? (catches herself) Uh...
Evil Willow: (grimly) Your little school friend Anya said that you're
the one that brought me here. She said that you could get me back to my
Willow: Oh. (gets it) Oh! Oops!
Evil Willow: But I don't know... (smiles wickedly) I kinda *like* the
idea of the two of us.
She turns Willow around again, caressing her shoulders.
Evil Willow: We could be quite a team, (meaningfully) if you came
around to *my* way of thinking.
Willow: (uncertainly) Would that mean we have to snuggle?
Evil Willow brushes Willow's hair away from her neck.
Evil Willow: (coaxing) What do you say?
She gives Willow's neck an eager, lengthy lick. Willow shudders with
loathing and grimaces at the feeling.
Evil Willow: (enticingly) Wanna be bad?
Willow: (completely unnerved) This just can't get more disturbing.
Evil Willow growls horribly with desire and bares her teeth behind
Willow's neck. Willow freaks out and whirls around, stepping back and
away from her.
Willow: (flapping her hands with disgust) Ack! Ew! No more! You're
really starting to freak me out!
She tries to go around Evil Willow, but gets blocked. She snatches up
Xander's cross from the counter and nervously waves it in Evil Willow's
face, who roars and bats her arm away, sending the cross flying. She
grabs Willow and throws her hard up and over the counter. Willow lands
with a crash, hitting her head hard against the metal filing cabinet.
Evil Willow: (stalks grimly around the counter) You don't wanna play, I
guess I can't force you.
Willow reaches under the counter for what she originally came for and
pulls out the dart rifle just as Evil Willow comes through the door to
behind the counter.
Evil Willow: Oh, wait.
Willow locks the bolt in place.
Evil Willow: (smiling meanly) I can.
Willow frantically aims and fires. The dart hits Evil Willow dead center
of her chest. Stunned, she looks down at the protruding dart, staggers
and starts to fall.
Evil Willow: (moans) Bitch...
She hits the floor. Willow stares in fearful amazement at her other
Cut to later. Angel and Xander drag Evil Willow by the arms into the
Giles: (dumbfounded) It's extraordinary.
Willow: (appalled) It's horrible! That's me as a vampire? (Angel closes
the door) I'm so evil and... skanky. (aside to Buffy, worried) And I
think I'm kinda gay.
Buffy: (reassuringly) Willow, just remember, a vampire's personality
has nothing to do with the person it was.
Angel: (without thinking) Well, actually... (gets a look from Buffy)
That's a good point.
Xander: So, uh, what do we do now?
Giles: We still have to get to the Bronze.
Angel: Well, even if they're supposed to wait for her they may start
feeding. Vampires are not notoriously reliable.
Xander: (hopefully) So we charge in, much in the style of John Wayne?
Giles: High casualty risk. I haven't any other plan, though.
Buffy: (raises her hand) Uh, I have a really bad idea.
Cut to the Bronze. The camera pans from the sign down to the group.
Angel drops down from the roof onto a crate, then down to the pavement.
Angel: They're still in a holding pattern. That's good. It means they
must really be afraid of you.
Willow walks up to them wearing Evil Willow's leather ensemble.
Willow: Who wouldn't be?
She shifts around uncomfortably, trying to get the feel of the tight
Buffy: Are you okay in that?
Willow: It's a little binding. I guess vampires really don't have to
breathe. (notices her cleavage) Gosh, look at those.
Xander stares with wide eyes.
Giles: (stammers) Um, ahem, Willow, you, uh, you go in and defuse the
situation as best you can. At least try and get some of them to come out
and even up the odds a bit.
Buffy: First sign of trouble, you give us a signal. We come in hard and
Xander: What *is* the signal?
Willow: (worried) Me screaming.
Angel: Giles, you and Xander wait by the back entrance.
They go. Buffy shows concern for her friend.
Buffy: Now, you're sure you're up to this?
Willow: Don't worry. I won't do anything that could be interpreted as
Buffy: We'll be right outside.
Willow nods wanly and heads for the door, still twisting uncomfortably
in the leather. She takes a deep breath and knocks with firm resolve.
Cut inside. A vampire opens the door. Willow smiles and waves at him in
Willow: Hi. I'm back.
She slowly comes in. Alfonse and Anya meet her inside. Willow does her
best not to show her fear.
Alfonse: Did you find the girl?
Willow: (tries to sound authoritative) Yep. I did.
Anya: (mystified) Where is she?
Willow: (bravely) I killed her.
Anya gives her a look of stunned disbelief.
Willow: And sucked her blood, (nods triumphantly) as we vampires do.
The silence is thick with tension, making her nervous. She turns to the
Willow: (quietly aside to him) You know, I think maybe I heard
something out there. Why don't you go check?
He opens the door and goes out, closing the door behind him. Outside
Angel grabs him by the shoulders and holds him steady as Buffy plunges a
stake into his chest. Back inside, Anya confronts Willow.
Anya: (incredulous) H-how could you kill her? She was our best shot at
getting your world back.
Willow: (walks past her, straightens challengingly) I don't like that
you dare question me.
Oz notices that something's up.
Willow: (now enjoying herself) Maybe I'll have my minions take you out
back and kill you horribly.
She sneaks Oz a little smile and wave. He barely reacts, just raising an
eyebrow a bit. Anya follows her onto the dance floor.
Anya: (muttering) Vampires. Always thinking with your teeth.
Willow: (haughtily) She bothered me. She's so weak and accommodating.
She's always letting people walk all over her, (turns to face her) and
then she gets cranky with her friends for no reason. I just *couldn't*
let her live.
She steps over to another vampire, indicating the door.
Willow: (chummily) You know, he's been gone for a while. Why don't you
go check on him? (pats his shoulder approvingly)
He heads for the door and goes out.
Alfonse: (impatiently) Well, Boss, since that plan is out, why don't we
get with the killing?
Willow suddenly worries that her plan may have backfired.
Cut to the library. Evil Willow regains consciousness in the book cage,
now dressed in Willow's pink sweater and flowery skirt. She sits up and
notices her change of clothes.
Evil Willow: (recoiling) Oh, this is like a nightmare.
The door opens, and Cordelia comes into the library. She's dressed in a
shimmery evening dress, carrying a couple of books.
Cordelia: Hello? Giles?
Evil Willow notices her and remembers her recent kill in the alternate
Cordelia: (casually) Wesley? I just happened to stop by... for books.
Evil Willow: (stands up, speaks imperiously) Hey, you.
Cordelia: (faces her) 'Hey me'? (insulted) 'Hey me' what? I have a
name, you know.
Evil Willow: (thinks) Uh, Cordelia.
Cordelia: (steps over) What did you do? Lock yourself in the book cage?
Evil Willow: (cunningly goes along with it) Yeah. Lemme out... 'Cause
I'm so helpless.
She heads behind the counter. Evil Willow smirks at her success.
Cordelia: I think Giles keeps a spare. How'd you manage to lock
yourself in, anyway?
Evil Willow: Uh, I was looking at books. I like... books...
Cordelia finds the keys and goes back to the cage.
Evil Willow: ...'cause I'm shy.
Cordelia: (sarcastically) Yeah, right. The famous shy girl act all the
boys fall for.
Evil Willow: (anxiously) Open the cage. (tenses up)
Cordelia puts in the key and turns it, but stops short of unlocking it.
She looks up at Evil Willow and has a thought.
Cordelia: Wait. (briskly) It occurs to me that we've never really had
the opportunity to talk. You know, woman to woman... with you locked up.
Evil Willow: (impatient) Don't wanna talk. Hungry.
Cordelia: (pretends to think) What could we talk about? Oh! Hey! How
about the ethics of boyfriend stealing?
Evil Willow can't believe it.
Cut to the Bronze.